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

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no (a) A Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or not consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuers or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Note Guarantee pursuant to a supplemental indenture in form and substance reasonably other appropriate documents satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or. (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidationconsolidation or merger involving a Guarantor under this Section 11.04 hereof, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight 4 and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above5 hereof, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor. (d) Notwithstanding the foregoing, each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture (including its Subsidiary Guarantee)Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (iib) the Net Proceeds of such sale or other disposition are applied applied, if required, in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureindenture substantially in the form of Exhibit F hereto, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Notwithstanding the foregoing, any Guarantor may transfer real property that is the subject of a HUD Financing to a HUD Financing Subsidiary in connection with a HUD Financing permitted to be incurred pursuant to Section 4.09 hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this IndentureSECTION 10.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (a1) immediately after giving effect to such transactiontransactions, no Default or Event of Default exists; and (b2) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of SECTION 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight IV and Ten of this IndentureV hereof, and notwithstanding clauses (i1) and (ii2) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 11.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Subsidiary Guarantor unless: (a) subject to the other provisions of this Section, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bc) either: the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness (iother than Permitted Indebtedness) subject pursuant to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.03. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight Four and Ten of this IndentureFive, and notwithstanding clauses clause (i) and (iic) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) subject to Section 11.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 12.05 hereof, if it is not such Guarantor, the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger assumes all (if other than the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form and substance reasonably satisfactory to of Exhibit E, all the Trustee, in which case the Subsidiary Guarantee obligations of such Guarantor will be released as contemplated by Section 14.5 of under this Indenture, the Notes, its Guarantee and the Registration Rights Agreement on terms set forth herein or therein; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance complies with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Partnership or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i1) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property 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 Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture or other agreement in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii2) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation transactions does not violate Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on the terms set forth herein, Note Guarantee and appropriate Collateral Documents pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) in the Net Proceeds case of a sale or other disposition of all or substantially all of the assets of a Guarantor, such sale or other disposition are applied in accordance with the applicable provisions of is otherwise not prohibited by this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Suburban Propane or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 12.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under this Supplemental Indenture and the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureon the terms set forth herein or therein; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Supplemental Indenture, including without limitation limitation, Section 10.1210.11 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight VIII and Ten of this IndentureX hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Suburban Propane or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Suburban Propane or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 14.5 of this Indenture10.3, no Subsidiary Note Guarantor may sell may, in a single transaction or otherwise dispose series of all or substantially all of its assets torelated transactions, or consolidate with or merge with or into any Person (regardless of whether or not such Subsidiary Note Guarantor is the surviving or continuing Person) another Person), other than the Company Company, the Issuers or another Subsidiary Note Guarantor, unless: (ai) either: (A) such Subsidiary Note Guarantor will be the surviving or continuing Person; or (B) the Person (if other than such Subsidiary Note Guarantor) formed by such consolidation or into which such Subsidiary Note Guarantor is merged will expressly assume, by supplemental indenture substantially in the form attached as Exhibit E, executed and delivered to the Trustee, all obligations of such Subsidiary Note Guarantor under the Subsidiary Note Guarantee of such Subsidiary Note Guarantor, the Notes and this Indenture and all obligations of such Subsidiary Note Guarantor under the Registration Rights Agreement; and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; andwill have occurred or be continuing. (b) either: (i) subject to Section 14.5 hereof, if it Upon any consolidation or merger of a Subsidiary Note Guarantor in which such Subsidiary Note Guarantor is not such Guarantorthe surviving or continuing Person, the Person acquiring the property in any such sale surviving or disposition or the continuing Person formed by or surviving any such consolidation or merger assumes all the obligations of that into which such Subsidiary Note Guarantor is merged will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Note Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Note Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Note Guarantor with the same effect as if it such surviving or continuing Person had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorsuch.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided below and in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and and (b) either: (i) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture (including its Subsidiary Guarantee)Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (ii2) the Net Proceeds of such transaction constitutes a sale or disposition of all or substantially all of the assets of the Guarantor (in each case other disposition are applied in accordance with than to the applicable provisions of Company or a Restricted Subsidiary) otherwise permitted by this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureindenture substantially in the form of Exhibit E hereto, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Notwithstanding the foregoing, any Guarantor may transfer real property that is the subject of a HUD Financing to a HUD Financing Subsidiary in connection with a HUD Financing permitted to be incurred pursuant to Section 4.09 hereof. Notwithstanding any other provision of this Section 10.04, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Affiliate (that becomes a Guarantor) incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor and (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company. Notwithstanding anything to the contrary in this Article 10, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. Any reference in this Indenture to a merger, consolidation, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no A Guarantor may not sell or otherwise dispose of all or substantially all of its their assets (other than assets determined to be held by such Guarantor as a qualified intermediary on behalf of third-party taxpayers pursuant to Internal Revenue Code Section 1031) to, or amalgamate or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another GuarantorCompany, unless: (ai) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (bii) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such amalgamation, consolidation or merger assumes all the obligations of that such Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, and a Note Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i2) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), this Supplemental Indenture, the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses clause (i) and (ii2) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture16.04, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 16.04) may sell sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets assets, in one transaction or any series of transactions to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (a) the Successor Company shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (b) immediately after giving effect to such that transaction, no Default or Event of Default exists; andshall have occurred and be continuing under this Indenture; (bc) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations Obligations of that Guarantor under this its Note Guarantee and the Indenture (including its Subsidiary Guarantee), on the terms set forth herein, Documents pursuant to a supplemental indenture and applicable Security Documents in form and substance reasonably satisfactory to the TrusteeTrustee and/or the Collateral Agent; and (d) in any transaction where such Guarantor is not the surviving or transferee Person, the Company, the Successor Company or the transferee Person, as applicable, shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that the consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition and such supplemental indenture complies with this Indenture and all conditions precedent provided for in this Indenture relating to such transaction have been complied with. For purposes of this Section 16.03, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Guarantor to another Person that is not such Guarantor or a Subsidiary of such Guarantor, which case properties and assets, if held by such Guarantor instead of such Subsidiaries, would constitute all or substantially all of the Subsidiary Guarantee consolidated properties and assets of such Guarantor will and its Subsidiaries, taken as a whole, shall be released as contemplated deemed to be the sale, conveyance, transfer or lease by Section 14.5 such Guarantor of this Indenture; or (ii) the Net Proceeds all or substantially all of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12its consolidated properties and assets to another Person. In case of any such consolidation, merger, sale or conveyance and and, if required by this Indenture, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued evidenced will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued executed in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued executed at the date of the execution hereofIssue Date. Except as set forth in Articles Eight 4 and Ten of this Indenture11, and notwithstanding clauses (i) and (ii) aboveSection 16.03(b), nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor (other than Parent) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, 10.05 hereof and if it is not such already a Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 14.5 of this Indenture11.5, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (a1) immediately after giving effect to such transaction, no Default the Guarantor is the surviving entity; or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia (the Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if other than the Guarantor) assumes all the obligations of that the Guarantor under the Guarantee, this Indenture (including its Subsidiary Guarantee), on and the terms set forth herein, Registration Rights Agreement pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or; (ii3) immediately after giving effect to such transactions, no Default or Event of Default exists; (4) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of Section 4.10; and (5) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or sale or disposition of all or substantially all of the assets or properties of the Guarantor complies with the provisions of this Indenture. For purposes of this Section 11.5, including without limitation Section 10.12the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor 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 Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person will Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten This Section 11.5 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of assets by a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. In addition, clauses (3), (4) and (5) will not be applicable to any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Restricted Subsidiary.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bii) either: (iA) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Indenture (including its Subsidiary Guarantee), Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonPerson pursuant to clause (ii)(A) above, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Indenture Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Indenture Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall will not have been signed by the Company and delivered to the Trustee. All the Subsidiary Indenture Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Indenture Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Indenture Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (iii)(A) and (iiB) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. The Trustee, subject to the provisions of Section 12.04 hereof, will receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption of Obligations, comply with the provisions of this Section 10.04 hereof. Such certificate and opinion will comply with the provisions of Section 12.05.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property properties or assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under under, the Notes, its Note Guarantee, this Indenture and (including its Subsidiary Guarantee), if still in effect) each Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance transaction complies with the applicable provisions of this Indenture, including without limitation Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance disposition of all or substantially all of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof or in a transaction not prohibited by Section 4.10 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b) either: (i1) subject to Section 14.5 hereof, if it is not such Guarantor, (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger or amalgamation (the “Successor Guarantor”) assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee)Indenture, on and the terms set forth herein, applicable Security Documents pursuant to a supplemental indenture in form and substance reasonably appropriate Security Documents satisfactory to the Trustee, (B) the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the applicable Security Documents on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which case may be perfected by the Subsidiary Guarantee filing of a financing statement under the Uniform Commercial Code of the relevant jurisdiction; (C) the Collateral owned by or transferred to the Successor Guarantor shall: (i) continue to constitute Collateral under this Indenture and the applicable Security Documents, (ii) be subject to Liens in favor of the Collateral Trustee for the benefit of the Holders and any other Parity Lien Indebtedness or Priority Lien Indebtedness and (iii) not be subject to any other Lien other than Permitted Liens; and (D) the property and assets of the Person which is merged or consolidated with or into the Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the applicable Security Documents, shall be treated as after-acquired property and the Successor Guarantor shall take such Guarantor will action as may be released as contemplated by Section 14.5 reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required under this IndentureIndenture and the Security Documents; or (ii2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the applicable Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the applicable Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ib)(1) and (ii) above2), nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.” (ddd) The Indenture shall be amended to restate in its entirety Sections 10.05(a) and Section 10.05(b) as follows: (a) In the event of any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents then the Person acquiring the property will be released and relieved of any obligations under the applicable Note Guarantee; (b) in the event of any sale or other disposition of Capital Stock of any Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and is permitted by all of the Secured Debt Documents and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition, then such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in both cases, that the Net Proceeds of such sale or other disposition are applied in accordance with Section 4.10 hereof. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Guarantor in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.” (eee) The Indenture shall be amended to restate in its entirety Section 12.04(a)(5) as follows:

Guarantors May Consolidate, etc., on Certain Terms. Except Subject to Article 5 and except as otherwise may be provided in a supplemental indenture pursuant to Section 14.5 2.02 in respect of this Indenturethe release of Guarantors in connection with a sale of assets permitted by such supplemental indenture or otherwise, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Securities Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Securities Guarantee endorsed upon the Securities of such Guarantor any series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Securities Guarantees to be endorsed upon all of the Notes Securities of that series issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Securities Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Securities Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Securities Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this IndentureArticle 5 or as otherwise may be provided in a supplemental indenture pursuant to Section 2.02, and notwithstanding clauses (i) and (ii) abovethis Section 10.04, nothing contained in this Indenture or in any of the Notes Securities of any series will prevent any consolidation prohibit the Parent or merger of a Guarantor the General Partner from consolidating or merging with or into the Company Issuer or another Guarantorselling and/or transferring all or substantially all of its assets to the Issuer, nor shall it apply to any transaction in which the Issuer, the Parent or will prevent any sale the General Partner consolidates or conveyance merges with or into or transfers all or substantially all of the property Issuer’s or its assets to an affiliate incorporated or organized for the purpose of a Guarantor reincorporating or reorganizing the Issuer, the Parent or the General Partner, as an entirety applicable, in another jurisdiction within the United States or substantially as an entirety to changing the Company Issuer’s or another Guarantorits legal structure.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b) either: (i1) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger merger, if other than such Guarantor, assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee)Guarantee and, on if the terms set forth hereinExchange Offer has not been consummated or Special Interest remains due and owing, under the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureTrustee and completes all other required documentation; or (ii2) the Net Proceeds Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of the third paragraph of Section 4.10 of this Indenture, including without limitation Section 10.12. ; In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof and subject to 10.04(b) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i2) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i) and (ii) clause 2 above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. (b) Notwithstanding the foregoing, any merger or consolidation of AREH (or an Affiliate referred to in clause (1) of the second paragraph of Section 5.01(b) or any Person that is the successor of AREH or any such successor ad infinitum) or any sale of all or substantially all of AREH's assets (or of an Affiliate referred to in clause (1) of the second paragraph of Section 5.01(b) or any Person that is the successor of AREH or any such successor ad infinitum) shall be governed by Section 5.01(b) hereof and Section 10.04(a) shall not apply to any such transaction.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor; provided, that the Company’s direct or indirect percentage interest in the Equity Interests of the Guarantor acquiring the property in such sale or disposition or surviving any such consolidation or merger after giving effect to such transaction is at least equal to the Company’s direct or indirect percentage interest in the Equity Interests of the original Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 12.05 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee), and the Security Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureExhibit F hereto; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. The Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture or such use of Net Proceeds comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form to the Trusteeof Exhibit F hereto, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such or not that Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 11.06 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of Notes, this Indenture, its Subsidiary Guarantees and the Registration Rights Agreement on the terms set forth herein or therein; orand (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person (if other than that Guarantor, the Company or another Guarantor) formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee)Indenture, on the terms set forth hereinRegistration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureappropriate Collateral Documents; or (iiB) the Net Proceeds of such sale sale, other disposition, consolidation or other disposition are applied in accordance merger complies with the applicable provisions of this Indenture, including without limitation Section 10.124.10. In case of any such consolidation, merger, sale or conveyance and upon the assumption (if required by the foregoing provisions of this Section 11.04) by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses (i) and (ii) abovethe foregoing provisions of this Section 11.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor (other than Parent) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, 10.05 hereof and if it is not such already a Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Supplemental Indenture (including and its Subsidiary Guarantee), Note Guarantee on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Supplemental Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Subsidiary Guarantor unless: (a) subject to the other provisions of this Section, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bc) either: the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness (iother than Permitted Indebtedness) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee first paragraph of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.03(a). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight IV and Ten of this IndentureV, and notwithstanding clauses clause (i) and (iic) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Article 5 or Section 14.5 of this Indenture10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.07 hereof, if it is not such Guarantor, the Person (if other than the Guarantor) acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Secured Note Guarantee and this Indenture (including its Subsidiary Guarantee)Secured Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (iib) the Net Proceeds of such sale or other disposition are applied applied, if required, in accordance with the applicable provisions of this Secured Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee (it being understood that such supplemental indenture need not be executed by any other Person besides the Issuer and satisfactory in form to the Trusteeany such successor Person), of the Subsidiary Secured Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Secured Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Secured Note Guarantees so issued will in all respects have the same legal rank and benefit under this Secured Indenture as the Subsidiary Secured Note Guarantees theretofore and thereafter issued in accordance with the terms of this Secured Indenture as though all of such Subsidiary Secured Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Secured Indenture or in any of the Secured Notes will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 11.06 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on Guarantee and the terms set forth herein, Security Documents pursuant to a supplemental indenture substantially in the form of Exhibit E hereto and substance reasonably appropriate Security Documents satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture17.6, no Guarantor of a series guaranteed by such Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 17.6 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinsuch Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under the Subsidiary Debt Securities of each series guaranteed by such Guarantor, this Indenture and such Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureon the terms set forth herein or therein; orand (iib) the Net Proceeds immediately after giving effect to such transaction, no Event of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12Default shall have occurred and be continuing. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of endorsed upon such Guarantor Debt Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all any of the Notes Debt Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeTrustee that are guaranteed by such Guarantee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding Notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any series of the Notes will Debt Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 [Releases] hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (iii) subject to Section 14.5 10.05 [Releases] hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Subsidiary Guarantee and this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, herein pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 [COVENANTS] and Ten of this Indenture5 [SUCCESSORS] hereof, and notwithstanding clauses (i) and clause (ii) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or amalgamate or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (iA) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such amalgamation, consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), Note Guarantee and the Collateral Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance appropriate Collateral Documents reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.04, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 11.04 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) assumes all the obligations of that Guarantor under the Notes, this Indenture (including its Subsidiary Guarantee), ) and the Registration Rights Agreement on the terms set forth herein, herein or therein pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained any Guarantor may merge with another Subsidiary that has no significant assets or liabilities and was incorporated solely for the purpose of reincorporating that Guarantor in this Indenture or in any another jurisdiction so long as the amount of the Notes will prevent any consolidation or merger of a Guarantor with or into Company’s Indebtedness and the Company or another Guarantor, or will prevent any sale or conveyance Indebtedness of the property Restricted Subsidiaries is not increased as a result of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantormerger.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 14.5 10.07 of the Indenture, Section 8 of the applicable Existing Supplemental Indenture or Section 8 of this Supplemental Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: : (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and exists and (bii) either: either (iA) subject to Section 14.5 hereof10.07 of the Indenture, if it is not such GuarantorSection 8 of the applicable Existing Supplemental Indenture and Section 8 of this Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under the Indenture, the applicable Existing Supplemental Indenture, this Indenture (including Supplemental Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or or (iiB) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.12. 4.10 thereof. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture, the applicable Existing Supplemental Indenture and this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any Guarantor under the Indenture, the applicable Existing Supplemental Indenture or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteethis Supplemental Indenture. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture, the applicable Existing Supplemental Indenture and this Supplemental Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture, the applicable Existing Supplemental Indenture and this Supplemental Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight 4 and Ten 5 of this the Indenture, and notwithstanding clauses (ia)(ii)(A) and or (iiB) above, nothing contained in the Indenture, the applicable Existing Supplemental Indenture, this Supplemental Indenture or in any of the Notes will prevent any consolidation combination or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor (other than Parent) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (iA) subject to Section 14.5 hereof, 10.05 hereof and if it is not such already a Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Supplemental Indenture (including and its Subsidiary Guarantee), Note Guarantee on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Proceeds of such sale or other disposition are complies with the “Asset Sale” provisions of this Supplemental Indenture, including without limitation, Section 4.10 hereof (it being understood that only such portion of the Net Proceeds as is or is required to be applied on or before the date of such release in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12terms hereof needs to be so applied). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 14.5 of Articles 4 and 5 hereof, nothing contained in this Indenture, no Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of all or substantially all of its assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Personcorporation, Person or entity whether or not affiliated with such Guarantor unless, other than with respect to a merger between a Guarantor and another Guarantor or a merger between a Guarantor and the Company Company, (i) subject to the provisions of Section 10.04 hereof, the Person formed by or another surviving any such consolidation or merger (if other than such Guarantor, unless: ) assumes all the obligations of such Guarantor pursuant to a supplemental indenture under the Notes and this Indenture; (aii) immediately after giving effect to such transaction, no Default or Event of Default exists; and(iii) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.11 hereof. (bc) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, In the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor; provided that, solely for purposes of computing Consolidated Cash Flow and the Fixed Charge Coverage Ratio for purposes of Section 4.11 hereof, the Consolidated Cash Flow of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Unless such sale or other disposition or consolidation, merger or amalgamation or a contemporaneous event or circumstance, or a series of contemporaneous events or circumstances, results in Section 14.5 the release of the Note Guarantee of such Guarantor pursuant to and in compliance with the terms of this Indenture, no a Guarantor may not 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 (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (b2) either: (ia) such Guarantor is the surviving entity; or (b) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12Exhibit E hereto. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2)(a) and (iib) above, nothing contained in this Indenture herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, Person other than the Company or another Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on the terms set forth herein, Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory completes all other required documentation; or (ii) such transaction does not violate the provisions of Section 4.10 of this Indenture and the Net Proceeds, if any, of such sale, disposition, consolidation or merger to the Trusteeextent required are applied in accordance with the provisions of the third paragraph of Section 4.10 of this Indenture (for the avoidance of doubt, in which case the Subsidiary Guarantee of such Guarantor will be released upon such sale, disposition, consolidation or merger, which may be prior to the application of the Net Proceeds as contemplated by Section 14.5 of this Indenture4.10); or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption assumption, if applicable, by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor Trustee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) subject to Section 11.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 14.5 of this Indenture10.04, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor or not it is the surviving Person) another Person, other than the Company Restricted Parent, the Issuer or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, the Person (if it is not such Guarantorother than the Restricted Parent, the Person Issuer or a Subsidiary Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Restricted Parent, the Issuer or a Subsidiary Guarantor) formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under this Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Note Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such transaction is (i) a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person or Persons that are applied in accordance with not (either before or after giving effect to such transaction) the applicable provisions Restricted Parent or a Restricted Subsidiary of this Indenture, including without limitation Section 10.12the Restricted Parent; or (ii) a sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person or Persons that are not (either before or after giving effect to such transaction) the Restricted Parent or a Restricted Subsidiary of the Restricted Parent. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses subclauses (ia) and (iib) aboveof the second preceding paragraph, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of the Restricted Parent or a Subsidiary Guarantor with or into the Company Restricted Parent, the Issuer or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of the Restricted Parent or a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company Restricted Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no each Guarantor may sell will not, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, or consolidate with or merge with or into any Person unless: (regardless of whether 1) either: (a) (x) such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition 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 a Person organized or existing under 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”) and (y) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of that such Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, and such Guarantor’s Note Guarantee pursuant to a supplemental indenture indentures, the applicable security agreements or other documents or instruments in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied transaction is made in accordance compliance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.09 hereof; (2) immediately after such transaction no Default or Event of Default exists; and (3) the Issuer 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, security agreements and other documents and instruments comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above5 hereof, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a any Guarantor with or into the Company Issuer or another Guarantorthe Issuer’s other Restricted Subsidiaries, or will prevent any sale or conveyance of all or part of the property properties and assets of a any Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantorany of its other Restricted Subsidiaries.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinsuch Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the TrusteeTrustee or by operation of law, in which case under the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Notes, this Indenture, including without limitation Section 10.12the Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by operation of law or by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Subsidiary Guarantor unless: (a) subject to the other provisions of this Section, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Securities, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bc) either: the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness (iother than Permitted Indebtedness) subject pursuant to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.03. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses clause (i) and (iic) above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 14.5 of this Indenture14.05 and clause (b) below, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: (a) , immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) has occurred and is continuing and either: (i) subject to Section 14.5 hereof, if it such Guarantor is not such Guarantor, the surviving Person or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including the Indenture, its Subsidiary Guarantee), on Guarantee and the terms set forth herein, Collateral Documents pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureappropriate Collateral Documents; or (ii) the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.1210.13. In the case of any such sale of substantially all of the assets to or, consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee (and receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel each stating that all the conditions precedent under this Section 14.04 have been satisfied) and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person will shall succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight . (b) The Subsidiary Guarantee of a Guarantor shall be released upon the occurrence of any of the following and Ten receipt by the Trustee of this Indenture, and notwithstanding clauses an Officers’ Certificate to such effect: (i) and any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise) by the Company or a Subsidiary of the Company if the sale or other disposition complies with Section 10.13 hereof; (ii) above, nothing contained in this Indenture any sale or in any other disposition of all of the Notes will prevent any consolidation or merger Capital Stock of a Guarantor with or into by the Company or another Guarantor, or will prevent any a Subsidiary of the Company if the sale or conveyance other disposition complies with Section 10.13 hereof; (iii) if the Collateral Agent, at the instruction of the property Holders of a Guarantor as an entirety or substantially as an entirety to the First Lien Obligations, exercises any remedies in respect of the Capital Stock of such Guarantor; (iv) if the Company or another designates that Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture (unless any Collateral is then owned by such Guarantor); or (v) upon legal defeasance of the Securities as provided in Section 12.02.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or The Guarantor[s] shall not consolidate with or merge with or into any other Person (regardless of whether in a transaction in which such Guarantor is not the surviving Personentity) another or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless (a) the Person formed by such consolidation or into which such Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of such Guarantor substantially as an entirety shall be (i) a corporation, limited liability company, partnership or trust, (ii) shall be organized and validly existing under the laws of the United States of America, any State thereof, the District of Columbia or any member country of the European Union and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of such Guarantor to be performed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person and the Company (if other than such Guarantor) formed by such consolidation or into which such Guarantor shall have been merged or by the Company or another Person which shall have acquired such Guarantor, unless: ’s assets; (ab) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of such Guarantor as a result of such transaction as having been incurred by such Guarantor at the time of such transaction, no Default or Event of Default existsDefault, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) such Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. The conditions of (a)(ii) above shall not apply in the case of a corporation or entity not organized under the laws of the United States of America, any State thereof or the District of Columbia or any member country of the European Union which shall agree, in form and substance reasonably satisfactory to the Trustee, in which case (i) to subject itself to the Subsidiary Guarantee jurisdiction of such Guarantor will be released as contemplated by Section 14.5 the United States district court for the Southern District of this Indenture; or New York and (ii) to indemnify and hold harmless the Net Proceeds holders of all Securities against (A) any tax, assessment or governmental charge imposed on such sale holders by a jurisdiction other than the United States or other disposition are applied in accordance any political subdivision or taxing authority thereof or therein with respect to, and withheld on the applicable provisions making of, any payment of this Indenture, including without limitation Section 10.12. In case of any principal or interest on such Securities and which would not have been so imposed and withheld had such consolidation, merger, sale or conveyance not been made and upon (B) any tax, assessment or governmental charge imposed on or relating to, and any costs or expenses involved in, such consolidation, merger, sale or conveyance. The restrictions in this Section 9.03 shall not apply to (i) the assumption by merger or consolidation of [the][any] Guarantor with one of its affiliates, if the successor PersonBoard of Directors [and Members or Sole Member] determine[s] in good faith that the purpose of such transaction is principally to change any Guarantor’s state of incorporation [or formation] or convert such Guarantor’s form of organization to another form, by supplemental indenture, executed and delivered to or (ii) the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee merger of such Guarantor and the due and punctual performance of all with or into a single direct or indirect wholly owned Subsidiary pursuant to Section 251(g) (or any successor provision) of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all General Corporation Law of the Subsidiary Guarantee notations to be endorsed upon all State of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeDelaware. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing Nothing contained in this Indenture Article shall apply to, limit or in impose any of requirements upon the Notes will prevent any consolidation or merger of a any Person into [the] [any] Guarantor with where [the] [any] Guarantor is the survivor of such transaction, or into the Company or another acquisition by [the] [any] Guarantor, by purchase or will prevent otherwise, of all or any sale or conveyance part of the property of a Guarantor as an entirety any other Person (whether or substantially as an entirety to the Company or another not affiliated with [the] [any] Guarantor).]

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.7, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (a1) immediately after giving effect to such transactiontransactions, no Default or Event of Default exists; and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a joinder to this Indenture or a supplemental indenture in form and substance reasonably satisfactory to the TrusteeTrustee or by operation of law; (3) the Company delivers, in which case or causes to be delivered, to the Subsidiary Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such Guarantor will be released as contemplated by Section 14.5 sale, other disposition, consolidation or merger complies with the requirements of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight IV and Ten of this IndentureV hereof, and notwithstanding clauses (i1) and (ii2) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and; (b2) either: (i) subject to Section 14.5 hereof, if it is not such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person acquiring (the property in “Successor Guarantor”) is a Person (other than an individual) organized and existing under the laws of the United States of America, any such sale state or disposition territory thereof or the Person formed by or surviving any such consolidation or merger District of Columbia; (3) the Successor Guarantor, if not already a Subsidiary Guarantor, expressly assumes all the obligations of that such Subsidiary Guarantor under this Indenture (including Indenture, the Notes and its Subsidiary Guarantee), on Note Guarantee and the terms set forth herein, Registration Rights Agreement pursuant to a supplemental indenture or other documents or instruments in form and substance reasonably satisfactory to the Trustee, in which case Trustee and assumes by written agreement all the Subsidiary Guarantee obligations of such Subsidiary Guarantor will be released as contemplated by Section 14.5 of this Indentureunder the Registration Rights Agreement; orand (ii4) if such Subsidiary Guarantor does not continue as a Subsidiary of Issuer or Superior Energy, the Net Proceeds net proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Successor Guarantor will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i1) and through (ii4) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) unless either: (i1) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under this Indenture (including its Subsidiary Guarantee), the Note Guarantees and the Notes Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii2) the Net Proceeds of such sale or other disposition disposition, if any, are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and the Collateral Trustee and satisfactory in form to the Trustee and the Collateral Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i1) and (ii2) aboveof this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 14.5 of this Indenture10.05, no a Guarantor may sell not sell, lease, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: unless (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and exists and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property or assets in any such sale sale, lease, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or. (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale sale, lease, transfer, conveyance or conveyance and other disposition governed by Section 10.04(a)(2), upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the a Guarantor, such successor Person will shall succeed to and be substituted for the a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture16.5 hereof, no a Guarantor may sell shall not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i2) subject to Section 14.5 16.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), Security Guarantee on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Security Guarantee of such Guarantor endorsed upon the Security and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Security Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Security Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Security Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Security Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this IndentureArticle 5 hereof, and notwithstanding clauses (i) and (ii) 2 above, nothing contained in this Indenture or in any of the Notes Security will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Suburban Propane or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 12.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under this Supplemental Indenture and the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureon the terms set forth herein or therein; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Supplemental Indenture, including without limitation limitation, Section 10.1210.11 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight VIII and Ten of this IndentureX hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Supplemental Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Suburban Propane or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Suburban Propane or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no a Guarantor may not 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 (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Company, or another Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property 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 Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureExhibit F hereto; or (iib) if subject to Section 4.10 hereof, such transaction or series of transactions does not violate the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12terms thereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture hereof to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture hereunder as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture hereof as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2)(a) and (iib) above, nothing contained in this Indenture herein or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Article 5 or Section 14.5 of this Indenture10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.07 hereof, if it is not such Guarantor, the Person (if other than the Guarantor) acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Unsecured Note Guarantee and this Indenture (including its Subsidiary Guarantee)Unsecured Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (iib) the Net Proceeds of such sale or other disposition are applied applied, if required, in accordance with the applicable provisions of this Unsecured Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee (it being understood that such supplemental indenture need not be executed by any other Person besides the Issuer and satisfactory in form to the Trusteeany such successor Person), of the Subsidiary Unsecured Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Unsecured Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Unsecured Note Guarantees so issued will in all respects have the same legal rank and benefit under this Unsecured Indenture as the Subsidiary Unsecured Note Guarantees theretofore and thereafter issued in accordance with the terms of this Unsecured Indenture as though all of such Subsidiary Unsecured Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Unsecured Indenture or in any of the Unsecured Notes will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no each Subsidiary Guarantor may sell will not, and the Company will not permit any Subsidiary Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), 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, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, any Person unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it Subsidiary Guarantor is not such Guarantor, the a surviving Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of that such Subsidiary Guarantor under this Indenture (including its and such Subsidiary Guarantee), on the terms set forth herein, Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments in form and substance reasonably satisfactory to the Trustee, in ; (3) immediately after giving effect to such transaction (and treating any Indebtedness which case becomes an obligation of the Subsidiary Guarantee Successor Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor will or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be released as contemplated by Section 14.5 continuing; and (4) the Successor Guarantor (if other than such Subsidiary Guarantor) shall have delivered or caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenturehereof Notwithstanding the foregoing, and notwithstanding clauses (i) a Subsidiary Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated or organized solely for the purpose of incorporating or organizing such Subsidiary Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Subsidiary Guarantor is not increased thereby and (ii) abovea Subsidiary Guarantor may merge, nothing contained in this Indenture amalgamate or in any of the Notes will prevent any consolidation or merger of a Guarantor consolidate with or into the Company sell, assign, transfer, lease, convey or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety otherwise dispose all or substantially as an entirety all of its properties or assets to another Subsidiary Guarantor or the Company or another GuarantorCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) subject to Section 11.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture, the Registration Rights Agreement and the Note Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bc) either: (i) subject the Company would be permitted, immediately after giving effect to Section 14.5 hereofsuch transaction, if it is not such Guarantor, to incur at least $1.00 of additional Indebtedness pursuant to the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms Consolidated Fixed Charge Coverage Ratio test set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee first paragraph of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.09 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 14.5 11.05 and subject to Article 5 of this Indenture, no Guarantor (other than Wind) may sell sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets to, or consolidate with consolidate, amalgamate, merge or merge otherwise combine with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bii) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any to which such sale sale, assignment, transfer, conveyance or other disposition has been made or the Person formed by or surviving any such consolidation consolidation, amalgamation, merger or merger combination assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Note Guarantee), on the terms set forth herein, Priority Agreement and the Security Documents to which it is a party pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) such sale or disposition is undertaken in accordance with, and the Net Proceeds of such sale or other disposition are applied in accordance with with, the applicable provisions of this Indenture, including without limitation limitation, Section 10.12. 4.10. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Wind or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Wind or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i2) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), Debenture Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Debenture Guarantee of such Guarantor endorsed upon the Debentures and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Debenture Guarantees to be endorsed upon all of the Notes Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Debenture Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Debenture Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Debenture Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above5 hereof, nothing contained in this Indenture or in any of the Notes Debentures will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except Subject to Article 5 and except as otherwise may be provided in a supplemental indenture pursuant to Section 14.5 2.02 in respect of this Indenturethe release of Guarantors in connection with a sale of assets permitted by such supplemental indenture or otherwise, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuer(s) or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this thise Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Securities Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Securities Guarantee endorsed upon the Securities of such Guarantor any series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Securities Guarantees to be endorsed upon all of the Notes Securities of that series issuable hereunder which theretofore shall not have been signed by the Company Issuer(s) and delivered to the Trustee. All the Subsidiary Securities Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Securities Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Securities Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this IndentureArticle 5 or as otherwise may be provided in a supplemental indenture pursuant to Section 2.02, and notwithstanding clauses (i) and (ii) abovethis Section 10.04, nothing contained in this Indenture or in any of the Notes Securities of any series will prevent any consolidation or merger of a Guarantor with or into the Company Issuer(s) or another GuarantorGuarantor of that series, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer(s) or another GuarantorGuarantor of that series.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: unless (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and , and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), on the terms set forth herein, Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case on the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale terms set forth herein or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12therein. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight VI and Ten of this Indenture, VII hereof and notwithstanding clauses (i1) and (ii2) above, nothing contained in this Indenture or in any of the Notes Securities will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 or Articles 4 or 5, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with consolidate, amalgamate or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company OPTI or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture substantially in the form and substance of Exhibit E or otherwise reasonably satisfactory to the Trustee, in which case under this Indenture its Guarantee and the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureRegistration Rights Agreement on the terms set forth herein or therein; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof; and OPTI has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 10.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the GuarantorGuarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company OPTI and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) of paragraph (2) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company OPTI or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company OPTI or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person or another Guarantor, entity whether or not affiliated with such Guarantor unless: (a) subject to Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; (c) except for a merger between Guarantors or between the Company and any Guarantor, the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and (bd) either: (i) subject to Section 14.5 hereofexcept for a merger between Guarantors or between the Company and any Guarantor, if it is not such Guarantor, the Person acquiring the property in or any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all merger, would have Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee Consolidated Net Worth of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) immediately preceding the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12transaction. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture16.04, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 16.04) may sell sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets assets, in one transaction or any series of transactions to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (ai) the resulting, surviving or transferee Person is the Guarantor; or (ii) if not the Guarantor, such resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country; (b) in any such transaction where the Guarantor is not the resulting, surviving or transferee Person, the Successor Guarantor unconditionally assumes all of the Guarantor’s obligations under its Note Guarantee and this Agreement pursuant to a supplemental agreement in a form reasonably satisfactory to the Representative; (c) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing under this Agreement; and (bd) either: (i) subject to Section 14.5 hereof, if it in any transaction where the Guarantor is not such Guarantorthe surviving or transferee Person, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory shall have delivered to the TrusteeRepresentative an Officer’s Certificate and Opinion of Counsel, in which case each stating that the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition are applied and such supplemental agreement complies with this Agreement and all conditions precedent provided for in accordance with the applicable provisions this Agreement relating to such transaction have been complied with. For purposes of this IndentureSection 16.03, including without limitation Section 10.12the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor to another Person that is not the Guarantor or a Subsidiary of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Guarantor and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Guarantor of all or substantially all of its consolidated properties and assets to another Person. In case of any such consolidation, merger, sale or conveyance and and, if required by this Agreement, upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indentureagreement, executed and delivered to the Trustee Representative and satisfactory in form to the TrusteeRepresentative, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture Agreement to be performed by the Guarantor, such successor Person Successor Guarantor will succeed to and, except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole, shall be substituted for the Guarantor Guarantor, with the same effect as if it had been named herein as the Guarantor, and the Guarantor (except in the case of a Guarantor. Such successor Person thereupon may cause to be signed any lease of all or substantially all of the Subsidiary Guarantee notations to be endorsed upon all consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Guarantor under the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteethis Agreement. All the Subsidiary Guarantees The Note Guarantee so issued evidenced will in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees Note Guarantee theretofore and thereafter issued executed in accordance with the terms of this Indenture Agreement as though all of such Subsidiary Guarantees Note Guarantee had been issued executed at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another GuarantorIssue Date.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Restricted Subsidiary immediately following such transaction, such Person assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on the terms set forth herein, Security Documents and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and; (b2) either: (i) subject to Section 14.5 hereof, if it is not such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person acquiring (the property in “Successor Guarantor”) is a Person (other than an individual) organized and existing under the laws of the United States of America, any such sale state or disposition territory thereof or the Person formed by or surviving any such consolidation or merger District of Columbia; (3) the Successor Guarantor, if not already a Subsidiary Guarantor, expressly assumes all the obligations of that such Subsidiary Guarantor under this Indenture (including Indenture, the Notes and its Subsidiary Guarantee), on the terms set forth herein, Note Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case Trustee and assumes by written agreement all the Subsidiary Guarantee obligations of such Subsidiary Guarantor will be released as contemplated by Section 14.5 under the Registration Rights Agreement; and (4) the Issuer 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 indenture (if any) comply with this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Successor Guarantor will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i1) and through (ii4) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (iA) subject to Section 14.5 11.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee)Indenture, the Registration Rights Agreement and the Collateral Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture and appropriate Collateral Documents in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Proceeds of such sale or other disposition are applied in accordance with is otherwise permitted by the applicable provisions of this Indenture, including without limitation Section 10.12. limitation, Sections 4.10 and 4.11 hereof. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a such Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(A) and (iiB) aboveof Section 11.04(a) hereof, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Issuers or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no each Guarantor may sell will not, and the Company will not cause or otherwise dispose of all or substantially all of its assets permit any Guarantor to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, any Person other than the Company or another Guarantor, any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity (if other than such Guarantor) assumes by supplemental indenture all of the obligations of the Guarantor on its Note Guarantee; (3) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (b4) either: (i) subject the Guarantor or the surviving entity shall have delivered to Section 14.5 hereofthe Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture is required in form and substance reasonably satisfactory to the Trusteeconnection with such transaction, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance supplemental indenture comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any merger or consolidation of, including without limitation or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (with the Company being the surviving entity in case of a merger or consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with Section 10.125.01(a)(4). In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses clause (i) and (ii1) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale sale, assignment, transfer, or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another a Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 11.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor (1) under this Indenture (including Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case Trustee and (2) under the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureSecurity Documents pursuant to customary security documents; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with, amalgamate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Note Guarantee), the Registration Rights Agreement and the Interest Reserve and Security Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale sale, amalgamation or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 14.5 Articles 4 and 5 hereof, nothing contained in this Indenture shall prohibit a merger between a Guarantor and another Guarantor or a merger between a Guarantor and the Company. (b) No Guarantor, for so long as it provides a Subsidiary Guarantee pursuant to the terms of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, Person (other than the Company or another Guarantor), unless: : (ai) subject to the provisions of Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under the Notes and this Indenture, pursuant to a supplemental indenture in substantially the form of Exhibit C hereto, accompanied by a notation of its Subsidiary Guarantee as provided in such supplemental indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (biii) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in or any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all merger, would have a Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee Consolidated Net Worth of such Guarantor will immediately preceding the transaction; and (iv) the Company would be released as contemplated permitted by virtue of the Company’s pro forma Consolidated Interest Coverage Ratio, immediately after giving effect to such transaction, to incur at least €1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 14.5 of this Indenture; or4.09 hereof. (iic) In the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form to the Trusteeof Exhibit C hereto, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all ; provided, however, that, solely for purposes of computing Consolidated Net Income for purposes of clause (c) of the Subsidiary Guarantee notations to be endorsed upon all first paragraph of Section 4.07 hereof, the Notes issuable hereunder which theretofore shall not have been signed by Consolidated Net Income of any Person other than the Company and delivered its Restricted Subsidiaries shall only be included for periods subsequent to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all effective time of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture merger or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorconsolidation.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or with, merge with or into or amalgamate or combine with (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) unless either: (i1) (A) subject to Section 14.5 10.05 hereof, if it the Guarantor is not such Guarantor, the surviving Person or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger transaction unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), the Note Guarantees and the Notes Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, (B) immediately after such transaction, no Default or Event of Default exists and (C) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in which case accordance with the Subsidiary Guarantee provisions of this Indenture and such Guarantor will be released as contemplated by Section 14.5 supplemental indenture, if any, complies with the terms of this Indenture; or (ii2) the Net Proceeds net cash proceeds of such sale or other disposition disposition, if any, are applied in accordance with a manner not prohibited by the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, amalgamation, combination, sale or conveyance disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i1) and (ii2) aboveof this Section 10.04, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation consolidation, merger or merger amalgamation of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance disposition of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 14.5 of this Indenture9.05, no Guarantor may sell consolidate with or otherwise dispose merge with or into (whether or not such Guarantor is the surviving Person) or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to, or consolidate with or merge with or into another Person (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another a Guarantor, ) whether or not affiliated with such Guarantor unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 9.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinsuch Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Notes and the Indenture; or; (ii) immediately after giving effect to such transaction, on a pro forma basis (and treating any Indebtedness that becomes an obligation of the Net Proceeds resulting, surviving or transferee Person as a result of such sale transaction as having been issued by such Person at the time of such transaction) no Default or other disposition are applied in accordance Event of Default exists; and (iii) the Company delivers to the Trustee an Officers’ Certificate stating that such consolidation, merger or transfer and its Note Guarantee, if any, complies with the applicable provisions of this Indenture, including without limitation Section 10.12. . (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureIndenture or Note Guarantee, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor Note Guarantee, and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeNote Guarantees or supplemental indentures in respect thereof. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight Article 4 and Ten of this IndentureArticle 5 hereof, and notwithstanding clauses (iSections 9.04(a)(i) and (iia)(ii) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 (a) A Guarantor that is a Subsidiary of this Indenture, no Guarantor the Issuer may not 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 (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuer or another Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; and (b2) either: (a) either (i) subject to Section 14.5 hereof, if it the Guarantor is not such Guarantor, the surviving Person or (ii) the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger assumes (if other than the Guarantor) unconditionally assumes, pursuant to a supplemental indenture or such other supplements or joinders to the Security Documents, all the obligations of that Guarantor under the Notes, this Indenture (including Indenture, the Pari Passu Intercreditor and Collateral Agency Agreement, the Intercreditor Agreement, the other Security Documents and its Subsidiary Guarantee), Note Guarantee on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenturetherein; or (b) such transaction complies with Section 4.10 hereof. (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Issuer or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the Net Proceeds laws of the jurisdiction of organization of such sale or other disposition are applied Guarantor, in accordance with each case without regard to the applicable provisions requirements set forth in clause (1) of this Indenture, including without limitation Section 10.12. 11.04(a) hereof. (c) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, Person (other than the Company or another a Restricted Subsidiary of the Company), whether or not affiliated with such Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition disposition, or the Person formed by or surviving any such consolidation or merger merger, assumes all of the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on Guarantee and (if then still in effect) the terms set forth hereinRegistration Rights Agreement, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Company, the Co-Issuer or another Guarantor, unless: (ai) immediately after giving effect to such that transaction, no Default or Event of Default exists; and; (bii) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor”) (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on Note Guarantee and the terms set forth herein, Security Documents pursuant to a supplemental indenture in form and substance reasonably or other applicable instrument satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) the Net Proceeds of such sale or other disposition or consolidation or merger complies with Section 4.10; (iii) the Collateral owned by the Successor Guarantor will (A) continue to constitute Collateral under this Indenture and the Security Documents and (B) not be subject to any Lien (other than Permitted Liens); (iv) to the extent that any assets owned by a Person consolidated or merged with or into, or sold, assigned, transferred, conveyed or otherwise disposed to, a Successor Guarantor are applied assets of the type which would constitute Collateral under the Security Documents, the Successor Guarantor will take such action as may be reasonably necessary to cause such assets to be made subject to the Lien of the Security Documents in accordance the manner and to the extent required in the Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and (v) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, assignment, conveyance or other disposition complies with the applicable provisions of this Indenture, including without limitation Section 10.12. 11.04 and that all conditions precedent provided for and relating to such transaction have been complied with. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indentureindenture or other applicable instrument, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the Security Documents and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the a Guarantor, such successor Person will Successor Guarantor shall succeed to and be substituted for the a Guarantor with the same effect as if it had been named herein and in the Security Documents as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee), and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. Notwithstanding the foregoing, the Company and the Guarantors may make dispositions of (i) surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) machinery and equipment from the Company or a Guarantor to the Company or a Subsidiary in the ordinary course of business in connection with the management of the manufacturing facilities and operations of the Company and its Subsidiaries. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b2) either: either (A) (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor”), if other than such Guarantor, unconditionally assumes all the obligations of that such Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee)Indenture, on the terms set forth herein, Security Documents and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to this Indenture, appropriate amendments to the Trustee, in which case Security Documents and an amendment to the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureRegistration Rights Agreement; or (ii) the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the applicable Security Documents on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements (or other filings) as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or other filings or registrations under the Uniform Commercial Code, filings or registrations under any other registries or the applicable law of any other relevant jurisdiction; (iii) the Collateral owned by or transferred to the Successor Guarantor shall: (1) continue to constitute Collateral under this Indenture and the applicable Security Documents, (2) be subject to Liens in favor of the Noteholder Collateral Agent for the benefit of the secured parties and (3) not be subject to any Lien other than Permitted Liens; and (iv) the property and assets of the Person which is merged or consolidated with or into the Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the applicable Security Documents, shall be treated as after-acquired property and the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens under the applicable Security Documents all in the manner and to the extent required in this Indenture and the Security Documents; or (B) the Net Proceeds Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this IndentureIndenture and the Security Documents, including without limitation provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will also be governed by Article 5 and may be subject to Section 10.124.19 hereof. In case of any such consolidation, merger, sale or conveyance and and, if the Successor Person was not immediately prior to such transaction a Guarantor, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary predecessor Guarantor’s obligations under the Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the predecessor Guarantor, such successor Person will succeed to and be substituted for the predecessor Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeTrustee (it being understood and agreed that such successor Person need not execute a notation of its Guarantee on Notes issued prior to the time that it became a Guarantor). All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i1) and (ii2) above, nothing contained in this Indenture or in any of the Notes or the Security Documents will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 14.5 of this Indenture10.04 and Section 4.11) will not, no and the Issuer will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another any Person, other than the Company Issuer or another Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; and (3) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing. This Section 10.04 will not apply to: (a) any merger or consolidation of a Guarantor with and into the Issuer (with the Company being the surviving entity) or another Guarantor or; andor (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale merger or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor or the Issuer with an Affiliate organized solely for the purpose of reincorporating such Guarantor or into the Company Issuer in another jurisdiction in the United States or another Guarantor, any state thereof or will prevent any sale or conveyance the District of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another GuarantorColumbia.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture Indenture, the Subsidiary Guarantee and the Registration Rights Agreement (including its Subsidiary Guarantee), on the terms set forth herein, herein or therein) pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture10.05 hereof; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture12.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to, to (whether or consolidate with or merge with or into (regardless of whether not such Guarantor is the surviving Person) another ), any other Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and; (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes (if other than such Guarantor, the Company or another Guarantor) expressly assumes, by executing and delivering a supplemental indenture to the Trustee and the Collateral Agent that is satisfactory in form to the Trustee and the Collateral Agent in accordance with Section 9.03 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of that Guarantor under this Indenture (including its Subsidiary Note Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture, and all appropriate Security Documents; or (ii) such transaction is permitted by Section 4.14; and (c) the Net Proceeds Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture and agreements entered into by the Guarantor or the successor Person, if any, comply with this Indenture and all conditions precedent to such transaction and the execution of such sale or supplemental indenture and other disposition are applied agreements, if any, provided in accordance with this Indenture have been satisfied. (d) In the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and the Collateral Agent and satisfactory in form to the TrusteeTrustee and the Collateral Agent, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Note Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. execution. (e) Except as set forth in Articles Eight Article 4 and Ten of this IndentureArticle 5, and notwithstanding clauses (ia) and (b)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) unless either: (i1) subject to Section 14.5 11.05 hereof, if it such Guarantor is not such Guarantor, the surviving Person or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Guarantee), on Guarantee and the terms set forth herein, Registration Rights Agreement pursuant to a supplemental indenture in form and substance appropriate Security Documents reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or will consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Surviving Person) another Person, other than the Company or another Guarantor, Person unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof10.05, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or a Guarantor) assumes all the obligations of that such Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the TrusteeTrustee and the Collateral Agent, in pursuant to which case the Subsidiary Guarantee such Person shall unconditionally guarantee all of such Guarantor will be released as contemplated by Section 14.5 of this Guarantor’s obligations under such Guarantor’s Guarantee, the Indenture; or, and the Collateral Documents on the terms set forth herein; (iib) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (c) immediately after such transaction, the Net Proceeds surviving Person holds all Permits required for operation of the business of, and such sale entity is controlled by a Person (or other has retained a Person which is) experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business. The Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition are applied does not breach the Indenture and the Collateral Documents and, if a supplemental indenture is required in accordance connection with the applicable provisions transaction, the supplemental indenture complies with this provision of this Indenturethe Indenture and the Collateral Documents, including without limitation Section 10.12and that all conditions precedent in the Indenture relating to the transaction have been satisfied. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 11.06 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinsuch Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under the Notes, this Indenture, the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureand the Registration Rights Agreement on the terms set forth herein or therein; orand (iib) the Net Proceeds immediately after giving effect to such transaction, no Default or Event of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 14.5 of this Indenture11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Company, Co-Issuer or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, if it is not such Guarantor, the Person (if other than the Company, Co-Issuer or a Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Company, Co-Issuer or a Guarantor) formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under this Indenture and the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureon the terms set forth herein or therein; orand (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 14.5 10.07 of the Indenture, Section 8 of the First Supplemental Indenture or Section 8 of this Supplemental Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: : (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and exists and (bii) either: either (iA) subject to Section 14.5 hereof10.07 of the Indenture, if it is not such GuarantorSection 8 of the First Supplemental Indenture and Section 8 of this Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under the Indenture, the First Supplemental Indenture, this Indenture (including Supplemental Indenture, its Subsidiary Guarantee), Note Guarantee and the Registration Rights Agreement on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or or (iiB) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this the Indenture, including without limitation Section 10.12. 4.10 thereof. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture, the First Supplemental Indenture and this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any Guarantor under the Indenture, the First Supplemental Indenture or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteethis Supplemental Indenture. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture, the First Supplemental Indenture and this Supplemental Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture, the First Supplemental Indenture and this Supplemental Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight 4 and Ten 5 of this the Indenture, and notwithstanding clauses (ia)(ii)(A) and or (iiB) above, nothing contained in the Indenture, the First Supplemental Indenture, this Supplemental Indenture or in any of the Notes will prevent any consolidation combination or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or 37 Eleventh Supplemental Indenture surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) the Person surviving any such consolidation or merger is the Guarantor; (b) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under this Indenture (including and its Subsidiary Guarantee), Note Guarantee on the terms set forth hereinherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iic) the Net Proceeds of such sale or other disposition of assets are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture16.04, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 16.04) may sell sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its assets assets, in one transaction or any series of transactions to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (ai) the resulting, surviving or transferee Person is the Guarantor; or (ii) if not the Guarantor, such resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or any Designated Country; (b) in any such transaction where the Guarantor is not the resulting, surviving or transferee Person, the Successor Guarantor unconditionally assumes all of the Guarantor’s obligations under its Note Guarantee and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (c) immediately after giving effect to such transaction, no Default or Event of Default existsshall have occurred and be continuing under this Indenture; and (bd) either: (i) subject to Section 14.5 hereof, if it in any transaction where the Guarantor is not such Guarantorthe surviving or transferee Person, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory shall have delivered to the TrusteeTrustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, in which case each stating that the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition are applied and such supplemental indenture complies with this Indenture and all conditions precedent provided for in accordance with the applicable provisions this Indenture relating to such transaction have been complied with. For purposes of this IndentureSection 16.03, including without limitation Section 10.12the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor to another Person that is not the Guarantor or a Subsidiary of the Guarantor, which properties and assets, if held by the Guarantor instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties and assets of the Guarantor and its Subsidiaries, taken as a whole, shall be deemed to be the sale, conveyance, transfer or lease by the Guarantor of all or substantially all of its consolidated properties and assets to another Person. In case of any such consolidation, merger, sale or conveyance and and, if required by this Indenture, upon the assumption by the successor PersonSuccessor Guarantor, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Successor Guarantor will succeed to and, except in the case of a lease of all or substantially all of the consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole, shall be substituted for the Guarantor Guarantor, with the same effect as if it had been named herein as the Guarantor, and the Guarantor (except in the case of a Guarantor. Such successor Person thereupon may cause to be signed any lease of all or substantially all of the Subsidiary Guarantee notations to be endorsed upon all consolidated properties or assets of the Guarantor and its Subsidiaries, taken as a whole) shall be discharged from the obligations of the Guarantor under the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteethis Indenture. All the Subsidiary Guarantees The Note Guarantee so issued evidenced will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees Note Guarantee theretofore and thereafter issued executed in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees Note Guarantee had been issued executed at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another GuarantorIssue Date.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either:: 37 Thirteenth Supplemental Indenture (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 11.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) assumes all the obligations of that Guarantor under the Notes, this Indenture (including its Subsidiary Guarantee), ) and the Registration Rights Agreement on the terms set forth herein, herein or therein pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained any Guarantor may merge with another Subsidiary that has no significant assets or liabilities and was incorporated solely for the purpose of reincorporating that Guarantor in this Indenture or in any another jurisdiction so long as the amount of the Notes will prevent any consolidation or merger of a Guarantor with or into Company's Indebtedness and the Company or another Guarantor, or will prevent any sale or conveyance Indebtedness of the property Restricted Subsidiaries is not increased as a result of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantormerger.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another any Guarantor, unless: (a1) immediately after giving effect to such transactiontransactions, no Default or Event of Default exists; and; (b2) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureindenture; or (iiB) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of Section 4.10 hereof; and (3) the Guarantor delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this IndentureIndenture and constitutes a legal, including without limitation Section 10.12valid and binding obligation of the Company, enforceable against it in accordance with its terms. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. hereof Except as set forth in Articles Eight IV and Ten of this IndentureV hereof, and notwithstanding clauses (i1) and (ii2) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (a) subject to Section 11.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under the Senior Subordinated Guarantee and this Indenture on the terms set forth herein pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bc) either: (i) subject the Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio to Section 14.5 hereofincur, if it is not immediately after giving effect to such Guarantortransaction, at least $1.00 of additional Indebtedness pursuant to the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms Fixed Charge Coverage Ratio test set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee first paragraph of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.124.09 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Senior Subordinated Guarantee endorsed upon the Senior Subordinated Notes and of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Senior Subordinated Guarantees to be endorsed upon all of the Senior Subordinated Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Senior Subordinated Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as -93- 103 the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Senior Subordinated Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and through (iic) above, nothing contained in this Indenture or in any of the Senior Subordinated Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05 or Articles 4 or 5, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with consolidate, amalgamate or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company OPTI or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture substantially in the form and substance of Exhibit E or otherwise reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of under this Indenture, its Guarantee and the Registration Rights Agreement on the terms set forth herein or therein; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof; and OPTI has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 10.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the GuarantorGuarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company OPTI and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) of paragraph (2) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company OPTI or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company OPTI or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 14.5 11.04 and subject to Article 5 of this Indenture, no Guarantor (other than Wind) may sell sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets to, or consolidate with consolidate, amalgamate, merge or merge otherwise combine with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (bii) either: (iA) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any to which such sale sale, assignment, transfer, conveyance or other disposition has been made or the Person formed by or surviving any such consolidation consolidation, amalgamation, merger or merger combination assumes all the obligations of that Guarantor under this Indenture (including Indenture, its Subsidiary Note Guarantee), on the terms set forth herein, Priority Agreement and the Security Documents to which it is a party pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iiB) such sale or disposition is undertaken in accordance with, and the Net Proceeds of such sale or other disposition are applied in accordance with with, the applicable provisions of this Indenture, including without limitation limitation, Section 10.12. 4.10. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Wind or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Wind or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 14.5 of this Indenture11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuer or another Guarantor, unlessunless either: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person (if other than the Issuer or a Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Issuer or a Guarantor) formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor Guarantor, under this Indenture (including its Indenture, the Subsidiary Guarantee), on the terms set forth herein, Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; or (iib) such transaction does not violate Section 4.10 and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance referred to in clause (a) and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into either of the Company Issuer or another Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indenture; oror 38 Seventeenth Supplemental Indenture Table of Contents (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight and Ten of this Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture (including its and the Subsidiary Guarantee), on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case on the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureterms set forth herein or therein; orand (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 10.12. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture, 5 hereof and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor; provided, that the Company’s direct or indirect percentage interest in the Equity Interests of the Guarantor acquiring the property in such sale or disposition or surviving any such consolidation or merger after giving effect to such transaction is at least equal to the Company’s direct or indirect percentage interest in the Equity Interests of the original Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 11.05 hereof, if it is not such Guarantor, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture (including its Subsidiary Guarantee)Indenture, the Registration Rights Agreement and the Security Documents on the terms set forth hereinherein or therein, pursuant to a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee, in which case the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this IndentureExhibit F hereto; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. The Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture or such use of Net Proceeds comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form to the Trusteeof Exhibit F hereto, of the Subsidiary Note Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (i2(a) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 14.5 of this Indenture10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b2) either: (ia) subject to Section 14.5 10.05 hereof, if it is not such Guarantor, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee), on the terms set forth hereinGuarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, in which case under the Notes, the Registration Rights Agreement, this Indenture and the Subsidiary Guarantee of such Guarantor will be released as contemplated by Section 14.5 of this Indentureon the terms set forth herein or therein; or (iib) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation limitation, Section 10.124.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee of such Guarantor endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantee notations Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Eight 4 and Ten of this Indenture5 hereof, and notwithstanding clauses (ia) and (iib) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.