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 11.05 (“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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunder.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or may (1) consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another any Person, other than or (2) sell, convey, transfer, lease or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Company or another Guarantor, unless: (A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes and the Security Documents; and (2) immediately after giving effect to that the transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees has occurred and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentis continuing; or (BC) the Net Proceeds of such transaction constitutes a sale or other disposition are applied in accordance with (including by way of consolidation or merger) of the applicable provisions of this Indenture and Guarantor or the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all the assets of the assets of, directly or indirectly, Guarantor (in each case other than to the Company and its or a Restricted Subsidiaries, taken as a whole will be governed Subsidiary) otherwise permitted by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 10.07 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1i) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2ii) either: (A) subject to Section 11.05 (“Releases”) 10.07 hereof, 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, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a)(ii)(A) and (B) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no a Guarantor may not transfer, sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than a New Parent, the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such transfer, 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, the its Note Guarantees and the other Obligations under this Indenture Guarantee and the Collateral Agreements, as applicable, Agreements pursuant to a supplemental indenture or and an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentRegistration Rights Agreement; or (Bb) the Net Proceeds of such transfer, sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. Indenture; provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectlythe consolidation or merger into another person, the Company and its Restricted Subsidiaries, taken as of a whole New Parent will be governed by Article 5 and Section 4.18 (“Asset Sales”) hereof and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into any Issuer, any New Parent or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from the obligation as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereunderany Issuer, any New Parent or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 11.05 (“Releases”) hereof, 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 is a Guarantor, or assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicableits Note Guarantee, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions transaction does not violate Section 4.10 of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)Indenture. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and reasonably satisfactory in form to the Trustee, of such obligations pursuant to this Section 11.04, of 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case notations of a lease, the predecessor Guarantor shall Note Guarantees to be relieved from the obligation to pay the principal endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and its other obligations hereunderdelivered to the Trustee. The Note Guarantee so issued by such successor Person will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though such Note Guarantee had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except (a) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture as otherwise provided in Section 11.05 described under this Article 10) will not, directly or indirectly: (“Releases”1) 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 another Person (whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; andis continuing; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, the Person 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentindenture; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, Indenture; and (3) the Company delivers to the Trustee an Officer’s Certificate and its Restricted SubsidiariesOpinion of Counsel, taken as in each case, stating that such consolidation, merger or transfer and, in the case in which a whole will be governed by Article 5 supplemental indenture hereinafter referred to is entered into, such supplemental indenture,comply with this covenant and Section 4.18 (“Asset Sales”) and may be subject that all conditions precedent provided for in this Indenture relating to Section 4.17 (“Offer to Repurchase Upon Change of Control”)such transaction have been complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person (if other than the Guarantor), by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (A) Except as otherwise provided for a transaction made in compliance with Section 11.05 (“Releases”) hereof6 or this Section 11.03, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, any other Person other than the Company or another Guarantor, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than to the Company or another Guarantor, unless, in each case: (1) either (a) in the case of a consolidation or merger, the Guarantor is the surviving entity, or (b) the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) shall expressly assume by supplemental indenture, or other amendment or supplement, all of the obligations of the Guarantor under the Note Documents; (2) the Successor Guarantor, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (3) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andshall have occurred and be continuing; (24) either: (A) subject the Guarantor has delivered to Section 11.05 (“Releases”) hereofthe Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, the Person acquiring the property each stating that such transaction complies with this Article and that all conditions precedent provided for 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant other Note Documents relating to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; orsuch transaction have been complied with. (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture or other amendment or supplement, as applicable, executed and assumption delivered to the Trustee and the Collateral Agent, of such the Guarantee and the due and punctual performance of all of the obligations pursuant under this Indenture, the Collateral Documents and the other Note Documents to this Section 11.04, 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 Guarantor and, except thereupon may cause to be signed any or all of the 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 Guarantees so issued will in all respects have the case same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal this Indenture as though all of and interest such Guarantees had been issued on the Notes and its other obligations hereunderdate of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof10.6, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture Section 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and the Collateral Agreements. providedan Opinion of Counsel, howevereach stating that such sale, that the transfer, sale or other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and and, if applicable, upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company an Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and; (2) either: (A) subject to Section 11.05 (“Releases”) 10.05 hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably and the Security Documents (including the Collateral Trust Agreement) pursuant to agreements satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and Indenture, including without limitation, Section 4.10 hereof; (3) such transaction would not result in the Collateral Agreements. provided, however, that the transfer, sale loss or other disposition, directly suspension or indirectly, material impairment of all any of Eldorado’s or substantially all any of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries’ Gaming Licenses, taken as unless a whole will be governed by Article 5 comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension or material impairment; and Section 4.18 (Notwithstanding the foregoing, Eldorado or any of its Restricted Subsidiaries that is not a subchapter “Asset Sales”) and C” corporation may be subject reorganize into a corporation pursuant to Section 4.17 (“Offer to Repurchase Upon Change of Control”)a Permitted C Corp Reorganization. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into an Issuer or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from the obligation as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereundersuch Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no a Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or not: (A) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets 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 its Note Guarantee and this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, a manner that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04be performed by the Guarantor, , (x) 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 andand (y) such Note Guarantee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though such Note Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 10.04(b)(i) and (ii) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 11.09 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is an Issuer or a Restricted Subsidiary of an Issuer or assumes all the obligations of that Guarantor under this IndentureIndenture and its Note Guarantee, the Note Guarantees Intercreditor Agreement and the other Obligations under this Indenture and the Collateral AgreementsSecurity Documents (and, as if applicable, the Registration Rights Agreement) pursuant to a supplemental indenture or an amendment theretoand other documentation, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Issuers deliver to the Trustee an Officers’ Certificate to the effect that the Net Proceeds of such sale or other disposition are applied will be applied, and the Issuers cause such Net Proceeds to be applied, in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a)(2)(A) and (a)(2)(B) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another ▇▇▇▇▇▇▇▇▇. (▇) In the event of any such transaction described in this Section 11.08, such Guarantor shall be relieved from deliver to the obligation to pay the principal Trustee an Officers’ Certificate and Opinion of and interest on the Notes and its other obligations hereunderCounsel stating that such transaction is in compliance with this Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. , provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunder.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation either (i) continues to be a Guarantor or (ii) unconditionally assumes all the obligations of that Guarantor under this Indentureits Note Guarantee, the Note Guarantees and the other Obligations under this Indenture and the applicable Collateral Agreements, as applicable, Agreements pursuant to a supplemental indenture and an amendment, supplement or an amendment thereto, as applicableother instrument in respect of such Collateral Agreements, in each case reasonably case, satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustees; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral AgreementsIndenture. provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.17. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustees and satisfactory in form to the Trustees, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Agreements to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) of this Section 11.04, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 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 (whether or not such Guarantor is the surviving or continuing Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving or continuing from any such consolidation consolidation, merger or merger amalgamation either (i) continues to be a Guarantor or (ii) unconditionally assumes all the obligations of that Guarantor under this Indentureits Note Guarantee, the Note Guarantees and the other Obligations under this Indenture and the applicable Collateral Agreements, as applicable, Documents pursuant to a supplemental indenture and an amendment, supplement or an amendment thereto, as applicableother instrument in respect of such Collateral Documents, in each case reasonably case, satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral AgreementsIndenture. provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be are subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.17. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Documents to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (2)(a) and (b) of this Section 11.04, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 (“Releases”) 12.06 hereof, no Guarantor (including any existing or future Restricted Subsidiary that becomes an additional Guarantor) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company whether or another not affiliated with such Guarantor, unless: 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 another Person, unless (1i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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 shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof, or the District of Columbia and expressly assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicablesuch Guarantor, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee, under the Notes and this Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 12.05, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the Noteholder Collateral Agent; or (B) preceding paragraph shall not apply if the Net Proceeds of such sale Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition are applied in accordance with shall have been made is the applicable provisions of this Indenture and the Collateral Agreements. providedCompany, howevera Guarantor or a Person that is not, that the transferafter giving effect to such transaction, sale or other disposition, directly or indirectly, of all or substantially all a Restricted Subsidiary of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 (“Releases”) 12.05 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 (whether or not such Guarantor is the surviving Person) another Person, Person (other than the Company or another Guarantor), unless: 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 another Person, unless (1i) the Person formed by or surviving such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia or any Permitted Jurisdiction and expressly assumes all the obligations of such Guarantor, pursuant to a supplemental indenture, under the Notes and this Indenture and (ii) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to . In connection with any consolidation or merger contemplated by this Section 11.05 (“Releases”) hereof12.05, the Person acquiring Company shall deliver to the property in any Trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such sale consolidation or disposition or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving any such the relevant consolidation or merger assumes all or to which the obligations of that Guarantor under this Indenturerelevant sale, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreementsassignment, as applicabletransfer, pursuant to a supplemental indenture or an amendment theretolease, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale conveyance or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedshall have been made is a Person that is not, howeverafter giving effect to such transaction, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all a Restricted Subsidiary of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) 10.05 hereof, 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, the Note Guarantees and Registration Rights Agreement on the other Obligations under this Indenture and the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided (a) The Guaranteeing Subsidiary may not in Section 11.05 (“Releases”) hereofa single transaction or series of related transactions, no Guarantor may consolidate or merge with or into any other person, or sell or otherwise dispose of transfer all or substantially all of its property and assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Personto any other person, other than the Company or another GuarantorCompany, unless: unless (1a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person person formed by or surviving resulting from any such consolidation or merger assumes all merger, or which shall have received the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, transfer of all or substantially all of the property and assets ofof the Guaranteeing Subsidiary, directly is or indirectlybecomes a guarantor of the Notes on substantially the same terms as are provided for herein or shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Guaranteeing Subsidiary hereunder and under the Indenture and (b) the Guaranteeing Subsidiary, such person or such successor person, as the Company and its Restricted Subsidiariescase may be, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any shall not, immediately after such consolidation, merger, sale or conveyance transfer, be in default in the performance of any such covenant or condition. (b) Subject to the provisions of Section 2.04(a), nothing in this Supplemental Indenture or the Indenture shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary to any other person lawfully entitled to acquire the same; provided, however, that the Guaranteeing Subsidiary covenants and agrees, that any such consolidation, merger, sale, or transfer (other than with or to the Company or another guarantor) shall be upon the assumption condition that the due and punctual payment of the guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the Guaranteeing Subsidiary shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Guaranteeing Subsidiary is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary. Every such successor Person and assumption of such obligations pursuant to person upon executing an indenture supplemental hereto, as provided in this Section 11.042.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory to the Trustee, such successor Person will shall succeed to and be substituted for the Guarantor Guaranteeing Subsidiary with the same effect as if it had been named herein as the “Guaranteeing Subsidiary.” (c) In the event of any such sale or transfer (other than a Guarantor andtransfer by way of lease), except the Guaranteeing Subsidiary or any successor person which shall theretofore have become such in the case of a leasemanner described in this Section shall be discharged from all obligations and covenants under this Supplemental Indenture, the predecessor Guarantor Indenture and the Note Guarantee. (d) In addition to the requirements of 12.01 of the Indenture, and subject to 8.01 of the Indenture, the Trustee shall be relieved from receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any such merger, consolidation, sale or any such supplemental indenture complies with the obligation to pay the principal foregoing conditions and provisions of and interest on the Notes and its other obligations hereunderthis Section 2.04.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, 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 (whether or not such Guarantor is the surviving PersonSurviving Entity) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture Section 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and the Collateral Agreements. providedexclusively rely), howevereach stating that such sale, that the transfer, sale or other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof10.6, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture Section 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and the Collateral Agreements. providedan Opinion of Counsel, howevereach stating that such sale, that the transfer, sale or other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets (including, in each case, by operation of or as a result of an LLC Division) to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property in any such sale or disposition (including, in each case, by operation of or as a result of an LLC Division) or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentindenture; or (Bb) such sale or other disposition is permitted under this Indenture and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and Indenture, including without limitation, Section 4.10 hereof. The foregoing requirements of this paragraph shall not apply to a reincorporation of a Guarantor if, in the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all good faith determination of the assets ofBoard of Directors of the Guarantor, directly or indirectlywhose determination shall be evidenced by a board resolution delivered to the Trustee, the Company principal purpose of such transaction is to change the jurisdiction of organization of such Guarantor and any such transaction shall not have as one of its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change purposes the evasion of Control”)the foregoing limitations. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) hereof10.05, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Co-Issuers or another Guarantor, unlessunless either: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof10.05, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving or continuing following any such consolidation consolidation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture, on the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicableterms set forth therein or herein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentindenture; or (B2) such sale, other disposition, consolidation, amalgamation or merger is permitted and the Net Proceeds of such sale or other disposition if any and if required are applied in accordance with with, in each case, the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Co-Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) This Section 10.04 will not apply to (i) any sale, except in assignment, transfer, conveyance, lease or other disposition of assets between or among the case Parent Guarantor, the Co-Issuers and/or any other Guarantor, (ii) any consolidation, amalgamation or other combination or merger of a leaseGuarantor with or into an Affiliate for purpose of changing the legal domicile of such Guarantor, reincorporating such or changing the legal form of such Guarantor in another jurisdiction so long as the amount of Indebtedness of the Parent Guarantor and its Restricted Subsidiaries is not increased thereby, (iii) any consolidation, amalgamation or other combination, merger or transfer of all or part of the properties and assets of any Restricted Subsidiary to or with any of the Parent Guarantor, the predecessor Guarantor shall be relieved from Co- Issuers or Guarantors, (iv) any consolidation, amalgamation or other combination, merger or transfer of all or part of the obligation properties and assets of any Restricted Subsidiary to pay or with any other Restricted Subsidiary and (v) the principal Transactions, any Permitted Reorganization, any Permitted Change of and interest on the Notes and its other obligations hereunderControl or IPO Reorganization Transaction.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no Guarantor may sell sell, assign, transfer, convey 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and (if then in effect) the Collateral Agreements, as applicable, Registration Rights Agreement pursuant to a supplemental indenture or an amendment thereto, as applicableand a supplement to the Registration Rights Agreement, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, a manner that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 10.04(b)(i) and (ii) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no The Issuers will not permit any Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or to consolidate with or merge with or into into, and will not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor to, any Person (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, ) unless: (1) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Note Guarantee and (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default existsshall have occurred and be continuing; andor; (2) either:the transaction is made in compliance with Section 4.10. (Ab) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance other disposition that is subject to, and that complies with the provisions of, Section 10.04(a)(1) and in which the resulting, surviving or transferee Person is not the Guarantor, upon the assumption by the successor Person by a supplemental indenture executed and assumption delivered to the Trustee of all obligations and covenants under the Indenture (including the Note Guarantee) of such obligations pursuant to this Section 11.04, Guarantor, such successor Person will succeed to and be substituted for for, and may exercise every right and power of, such Guarantor under the Guarantor Indenture with the same effect as if it such successor had been named as such Guarantor herein as a and shall be substituted for such Guarantor and(so that from and after the date of such transaction, the provisions of the Indenture referring to “such Guarantor” shall refer instead to the successor and not to such Guarantor) and (except in the case of a lease, the predecessor ) such Guarantor shall be relieved discharged and released from all obligations and covenants under the obligation Indenture (including the Note Guarantee) of such Guarantor. The Trustee shall enter into a supplemental indenture to pay evidence the principal succession and substitution of such successor and interest on the Notes such discharge and its other obligations hereunderrelease of such Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 12.05 hereof, no Subsidiary 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 (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that such transaction (and treating any Indebtedness which becomes an obligation of the surviving Person or any Restricted Subsidiary as a result of such transaction as having been incurred by the surviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists; and (2) either: (Ai) subject to Section 11.05 (“Releases”) hereof, 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 a Subsidiary Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicableSubsidiary Guarantor, pursuant to a supplemental indenture or an amendment thereto, substantially in the form of Exhibit E hereto and such other agreements as applicable, in each case are reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or Trustee, as applicable, under the Notes, this Indenture and the other Note Documents on terms set forth therein and (Bii) any Collateral owned by or transferred to the Net Proceeds of Person acquiring the properties or assets in any such sale or other disposition are applied in accordance with or the applicable provisions of this Indenture and Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) shall continue to constitute Collateral Agreements. providedunder the Note Documents, however, that subject to the transfer, Parity Liens; or (b) such sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and disposition does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Guarantor andSubsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseSubsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the predecessor property of a Subsidiary Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided for a transaction made in compliance with Section 11.05 (“Releases”) hereof11.01, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, any other Person other than the Company or another Guarantor, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than to the Company or another Guarantor, unless, in each case: (1a) either (i) in the case of a consolidation or merger, the Guarantor is the surviving entity, or (ii) the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) shall expressly assume by supplemental indenture, or other amendment or supplement, all of the obligations of the Guarantor under the Note Documents; (b) the Successor Guarantor, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; and (c) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andshall have occurred and be continuing; (2d) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form has delivered to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such sale or other disposition are applied transaction complies with this Article and that all conditions precedent provided for in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 Note Documents relating to such transaction have been complied with. (“Asset Sales”e) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture or other amendment or supplement, as applicable, executed and assumption delivered to the Trustee and the Collateral Agent, of such the Notes Guarantee and the due and punctual performance of all of the obligations pursuant under this Indenture, the Collateral Documents and the other Note Documents to this Section 11.04, 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 Guarantor and, except thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the case same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal this Indenture as though all of and interest such Guarantees had been issued on the Notes and its other obligations hereunderdate of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with with, amalgamate with, divide into or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company Parent, an Issuer, or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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 assumes all the obligations of that Subsidiary Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, its Note Guarantee pursuant to a supplemental indenture or an amendment thereto, substantially in the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit F hereto; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 Indenture. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption of such obligations pursuant delivered to this Section 11.04, the Trustee, 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 andGuarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles IV and V hereof, except in the case this Section 10.03 will not apply to (i) any consolidation, amalgamation or merger of a lease, Guarantor with or into the predecessor Issuers or another Guarantor shall be relieved from or (ii) any sale or conveyance of the obligation property of a Guarantor as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereunderIssuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no A Guarantor other than the Parent may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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 this Indentureunder, the Notes, its Note Guarantees Guarantee and the other Obligations under this Indenture and on the Collateral Agreements, as applicableterms set forth herein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and transaction does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or disposition of all or substantially all of the predecessor properties or assets of a Guarantor shall be relieved from to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no No Guarantor may 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and; (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, 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 this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; or (ii) such transaction or series of transactions does not violate Section 4.10 hereof; and (c) if the Person formed by or surviving any such consolidation or merger, if applicable, is a Restricted Subsidiary of the Issuer, then such Person shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to the Parity Liens in the manner and to the extent required under the Note Documents and shall deliver an amendment theretoOpinion of Counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, in each case reasonably satisfactory in form to and such other matters as the Trustee and the Noteholder or Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedTrustee, howeveras applicable, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)reasonably request. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case notations of a lease, the predecessor Guarantor shall Note Guarantees to be relieved from the obligation to pay the principal endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and its other obligations hereunderdelivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no Guarantor may sell may, directly or indirectly, sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Partnership or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets in any such sale sale, assignment, transfer, conveyance 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 Section 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Partnership and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Notwithstanding Section 10.04(a)(2), except nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Partnership or another Guarantor, or will prevent any sale, assignment, transfer, or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderPartnership or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof12.05, 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, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, 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 the Company or another Guarantor) expressly assumes, by executing and delivering a supplemental indenture to the Trustee that is satisfactory in form to the Trustee 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 its Note Guarantee, this Indenture, the Note Guarantees Intercreditor Agreement and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentall appropriate Security Documents; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed transaction is permitted by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.15. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee of such obligations pursuant Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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, except 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 case Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution. Except as set forth in Article 4 and Article 5, and notwithstanding clauses (1) and (2)(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets in an Asset Sale to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) 10.05 hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, its Note Guarantee pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentindenture; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. Indenture, provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken the Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no No Guarantor may 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 11.05 (“Releases”) hereof, 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 this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B2) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and transactions does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)5.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case notations of a lease, the predecessor Guarantor shall Note Guarantees to be relieved from the obligation to pay the principal endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and its other obligations hereunderdelivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than the Company) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andexists; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Notes Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Notes Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) 10.05 hereof, 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, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentindenture; or (Bb) such sale or other disposition is permitted under this Indenture and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and Indenture, including without limitation, Section 4.10 hereof. The foregoing requirements of this paragraph shall not apply to a reincorporation of a Guarantor if, in the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all good faith determination of the assets ofBoard of Directors of the Guarantor, directly or indirectlywhose determination shall be evidenced by a board resolution delivered to the Trustee, the Company principal purpose of such transaction is to change the state of incorporation of such Guarantor and any such transaction shall not have as one of its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change purposes the evasion of Control”)the foregoing limitations. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof12.6, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture Section 4.10; and (3) the Issuer delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and the Collateral Agreements. providedan Opinion of Counsel, howevereach stating that such sale, that the transfer, sale or other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from the obligation as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereunderany Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 11.06 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”i) hereof, such Guarantor shall be the Person surviving any such consolidation or merger or (ii) the Person acquiring the property assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, its Note Guarantee pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and 2(b) in this Section 11.05, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and; (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof11.05, 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, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment theretoindenture, as applicableand appropriate Security Documents, in each case case, in form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and Indenture, including without limitation, Section 4.09; and (3) the Collateral Agreements. provided, however, that Company shall have delivered to the transfer, sale or other disposition, directly or indirectly, Trustee a certificate from an Authorized Officer of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiariesan Opinion of Counsel, taken as a whole will be governed by Article 5 each stating that such consolidation or merger, or sale or disposition and Section 4.18 (“Asset Sales”) such Supplemental Indenture and may be subject Security Documents, if any, comply with this Indenture and that all conditions precedent provided for in this Indenture relating to Section 4.17 (“Offer to Repurchase Upon Change of Control”)such transaction have been complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 (“Releases”) hereof9.06, 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 (whether or not such Guarantor is the surviving Person) another Person, Person other than the Company or another Guarantor, unless: (1) , immediately after giving effect to such transaction: (a) such Guarantor shall be the surviving Person or the surviving Person (if other than such Guarantor) (such Guarantor or such surviving Person, as the case may be, the “Surviving Guarantor”) formed by such merger, consolidation or amalgamation shall expressly assume, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by such Guarantor; (b) the Company shall deliver, or cause to be delivered, to the Trustee an officer’s certificate and an opinion of counsel, each stating that transactionall conditions precedent provided for in the Indenture relating to such transaction or series of transactions have been satisfied; and (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereofshall have occurred and be continuing. The Surviving Guarantor shall succeed 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , such successor Person will succeed to and be substituted for, and may exercise every right and power of such Guarantor under the Indenture. Except as set forth in Articles 4 and 5, and notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) merge with an Affiliate of the Company solely for the purpose of reincorporating or reorganizing the Guarantor with the same effect as if it had been named herein as a Guarantor and, except in the case United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a Person organized or existing under the laws of a lease, jurisdiction in the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderUnited States.

Guarantors May Consolidate, etc., on Certain Terms. (A) Except as otherwise provided for a transaction made in compliance with Section 11.05 (“Releases”) hereof6 or this Section 11.03, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, any other Person other than the Company or another Guarantor, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than to the Company or another Guarantor, unless, in each case: (1) either (a) in the case of a consolidation or merger, the Guarantor is the surviving entity, or (b) the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) shall expressly assume by supplemental indenture, or other amendment or supplement, all of the obligations of the Guarantor under the Note Documents; (2) the Successor Guarantor, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (3) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andshall have occurred and be continuing; (24) either:the Guarantor has delivered to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction complies with this Article and that all conditions precedent provided for in this Indenture and the other Note Documents relating to such transaction have been complied with. (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture or other amendment or supplement, as applicable, executed and assumption delivered to the Trustee and the Collateral Agent, of such the Guarantee and the due and punctual performance of all of the obligations pursuant under this Indenture, the Collateral Documents and the other Note Documents to this Section 11.04, 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 Guarantor and, except thereupon may cause to be signed any or all of the 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 Guarantees so issued will in all respects have the case same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal this Indenture as though all of and interest such Guarantees had been issued on the Notes and its other obligations hereunderdate of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no Guarantor may sell may, directly or indirectly, sell, assign, transfer, convey, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale sale, assignment, transfer, conveyance or disposition or the Person formed by or surviving any such sale, assignment, transfer, conveyance, consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Note Guarantees Registration Rights Agreement and the other Obligations under this Indenture and Security Documents on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, and appropriate security documents in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; orTrustee; (Bb) the Net Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale, assignment, transfer, or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than Tembec Inc.) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit F; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Note Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 10.07 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1i) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2ii) either: (A) subject to Section 11.05 (“Releases”) 10.07 hereof, 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and Registration Rights Agreement on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunder.it

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Unless such sale or other disposition or consolidation or merger or a contemporaneous event or circumstance, or a series of contemporaneous events or circumstances, results in Section 11.05 (“Releases”) hereofthe 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2) either: (Aa) such Guarantor is the surviving entity; or (b) subject to Section 11.05 (“Releases”) 10.05 hereof, 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 this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)Exhibit E hereto. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions hereof to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit hereunder as the Note Guarantees theretofore and thereafter issued in accordance with the terms hereof as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (2)(a) and (b) above, nothing contained herein or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided for a transaction made in compliance with Article VI or this Section 11.05 (“Releases”) hereof11.3, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with into any other Person other than Pubco or into (whether another Guarantor, or not such Guarantor is the surviving Person) another convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than the Company to Pubco or another Guarantor, unless, in each case: (1) either (A) in the case of a consolidation or merger, the Guarantor is the surviving entity, or (B) the Person formed by or surviving such consolidation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made (such Person, the “Successor Guarantor”) shall expressly assume by supplemental indenture, or other amendment or supplement, all of the obligations of the Guarantor under the Note Documents; (2) the Successor Guarantor, if any, is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; (3) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andshall have occurred and be continuing; (24) either: (A) subject the Guarantor has delivered to Section 11.05 (“Releases”) hereofthe Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, the Person acquiring the property each stating that such transaction complies with this Article and that all conditions precedent provided for 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant other Note Documents relating to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; orsuch transaction have been complied with. (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture or other amendment or supplement, as applicable, executed and assumption delivered to the Trustee and the Collateral Agent, of such the Guarantee and the due and punctual performance of all of the obligations pursuant under this Indenture, the Collateral Documents and the other Note Documents to this Section 11.04, 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 Guarantor and, except thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by Pubco and delivered to the Trustee. All the Guarantees so issued will in all respects have the case same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal this Indenture as though all of and interest such Guarantees had been issued on the Notes and its other obligations hereunderdate of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, 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 (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuers or another Guarantor, unless: (1i) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2ii) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that this Section 10.04(a)(ii)(A)(1) shall not apply if such Guarantor is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia) and (2) assumes all the obligations of that such Guarantor under this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, Registration Rights Agreement pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance or consolidation or merger complies with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the Issue Date. (c) Except as set forth in Article Five, except and notwithstanding clauses (i) and (ii) of Section 10.04(a), nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into either of the Issuers or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to either of the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than the Company) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; andexists; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Note Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Indenture and its Note Guarantees and the other Obligations under this Indenture Guarantee and the Collateral Agreements, as applicable, Agreements pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken Guarantors as a whole will be governed by Article 5 and Section 4.18 4.19 (“Asset Sales”) and may be subject to Section 4.17 4.18 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case Note Guarantees to be endorsed upon all of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and its other obligations hereunderdelivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than the Company) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Note Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2)above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than Tembec Inc.) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit E; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Note Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officer's Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof11.06, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Guarantor unless: (1a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees its Guaranty and the other Obligations under this Indenture and the Collateral Agreements, as applicableRegistration Rights Agreement, pursuant to a supplemental indenture or an amendment thereto, as applicable, and appropriate collateral documents in each case form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guaranty endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case Guaranties to be endorsed upon all of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and its other obligations hereunder.delivered to the Trustee. All the Guaranties so issued shall in all

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, 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 (whether or not such Guarantor is the surviving Person) ), another Personcorporation, other than the Company Person or another Guarantor, entity whether or not affiliated with such Guarantor unless: (1a) subject to the provisions of Section 11.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Notes, this Indenture and such Guarantor's Subsidiary Guarantee; (b) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2c) either: such transaction does not violate any of Sections 4.03, 4.07, 4.08, 4.09, 4.11, 4.12, 4.14, 4.16, 4.17 and 4.18. Notwithstanding the foregoing, no Guarantor shall be permitted to consolidate with or merge with or into (A) subject whether or not such Guarantor is the surviving Person), another corporation, Person or entity pursuant to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any preceding sentence if such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will would not be governed permitted by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)5.01 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person corporation, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by the Guarantor, such successor Person will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor andGuarantor. Such successor corporation thereupon may cause to be signed any or all of the 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 shall in all respects have the same legal rank and benefit under this Indenture as the 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 4 and 5 hereof, except nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Nothing contained in Section 11.05 this Agreement or in any of the Notes shall prevent any consolidation or merger of a Guarantor with a corporation or corporations (“Releases”) hereof, no Guarantor may sell whether or otherwise dispose not a member of all the Ampex Group or substantially all of its assets tothe Sherborne Group), or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties; provided however, that, with the exception of the possible consolidation of, or merger between, Buffalo Color Corporation (or any successor thereto) and SGI, each Guarantor hereby covenants and agrees that it shall not consolidate with or merge with or into (whether any other member of the Ampex Group or not the Sherborne Group if such other member is subject to Loan Document Limitations which would impair its ability to perform the Obligations of the Guarantor hereunder to a greater extent than the Loan Document Limitations to which the Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default existssubject; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving provided further, that each Guarantor hereby covenants and agrees that upon any such consolidation or merger assumes all the obligations of that Guarantor under this Indenturemerger, the Note Guarantees Guarantee endorsed on the Notes and shares of Series A Preferred Stock, and the other Obligations under due and punctual performance and observance of all of the covenants and conditions of this Indenture and Agreement to be performed by such Guarantor, shall be expressly assumed (in the Collateral Agreementsevent that such Guarantor is not the surviving corporation in the merger), as applicable, pursuant to a by supplemental indenture or an amendment thereto, as applicable, in each case reasonably agreement satisfactory in form to Hillside, executed and delivered to Hillside, by the Trustee and surviving corporation or the Noteholder Collateral Agent; or (B) the Net Proceeds of corporation formed by such sale consolidation or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreementsmerger. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectlyIn addition, the Company Guarantor shall deliver to Hillside an Officer’s Certificate and its Restricted Subsidiariesan opinion of counsel, taken as a whole will be governed by Article 5 each stating that such merger or consolidation complies with this Section 3.3 and Section 4.18 (“Asset Sales”) and may be subject that all conditions precedent herein provided relating to Section 4.17 (“Offer to Repurchase Upon Change of Control”)such transaction have been satisfied. In the case of any such consolidation, consolidation or merger, sale or conveyance and upon the assumption by the successor Person corporation, by supplemental agreement, executed and assumption delivered to Hillside and satisfactory in form to Hillside, of such obligations pursuant the Guarantee endorsed upon the Notes and the shares of Series A Preferred Stock and the due and punctual performance of all of the covenants and conditions of this Agreement to this Section 11.04, be performed by the Guarantor, such successor Person will corporation shall succeed to and be substituted for the Guarantor Guarantor, with the same effect as if it had been named herein as a Guarantor and, except in Guarantor. Such aforementioned successor corporation thereupon shall sign any or all of the case Guarantees to be endorsed upon all of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderthe shares of Series A Preferred Stock issuable hereunder which theretofore shall not have been signed and delivered by the Issuer. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Agreement as the Guarantees theretofore and thereafter issued in accordance with the terms of this Agreement as though all of such Guarantees had been issued at the date of the execution hereof. Nothing in this Section 3.3 shall limit the effectiveness of Section 3.1.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 11.05 (“Releases”) 10.05 hereof, 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 of that Guarantor under this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B2) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and transactions does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees relating to Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (b)(1) and (2) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no No Guarantor may shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than the Company or another Guarantor), unless: , (i) either (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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 such Guarantor) unconditionally assumes, pursuant to a supplemental indenture, substantially in the form of Annex A hereto, or pursuant to such other agreements as are reasonably satisfactory to the Trustee, all the obligations of that such Guarantor under this Indenture, the Note Guarantees Notes and its Subsidiary Guarantee and all other obligations of such Guarantor under the Junior Lien Documents to which it is a party on terms set forth therein and takes such other Obligations under this Indenture and action (as set forth in the Officers’ Certificate) as may be reasonably necessary to cause any property or assets that constitute Collateral Agreements, as applicable, pursuant owned by or transferred to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form such Person to be subject to the Trustee Junior Liens, and perfected by filings or other methods, all in the Noteholder Collateral Agent; or manner and to the extent required under the Junior Lien Documents, or (B2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture Section 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and substantially in the form of such obligations pursuant Annex A hereto, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants of this Indenture to this Section 11.04, 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderGuarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no if the Subsidiary Guarantee of a Guarantor has not been released, such Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the transferee, resulting or surviving Person) ), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees its Subsidiary Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicableRegistration Rights Agreement, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably Indenture satisfactory in form to the Trustee and an amendment to the Noteholder Collateral AgentRegistration Rights Agreement; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral AgreementsSection 4.19 (“Asset Sales”). provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) V and may be subject to Section 4.17 4.18 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental Indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case Subsidiary Guarantees to be endorsed upon all of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and its other obligations hereunderdelivered 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. Notwithstanding clauses (1) and (2) of this Section 11.04, 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 another U.S. jurisdiction so long as the amount of the Company’s Indebtedness and the Indebtedness of the Restricted Subsidiaries is not increased as a result of the merger.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) 10.05 hereof, 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 (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein, pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agentof Exhibit F hereto; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture Indenture, including without limitation, Sections 3.09 and the Collateral Agreements. provided, however, 4.10 hereof; provided that the transfer, 7-Eleven Transaction or any Qualified Retail Asset Sale shall not constitute the sale or other disposition, directly or indirectly, disposition of all or substantially all of the properties or assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)any Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture executed and assumption delivered to the Trustee, of such obligations pursuant to this Section 11.04, obligations, 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 and, except in Guarantor. Such successor Person thereupon may cause to be signed any or all of the case notations of a lease, the predecessor Guarantor shall Note Guarantees to be relieved from the obligation to pay the principal endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and its other obligations hereunderdelivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Second-Lien Notes Collateral Agreements, as applicable, Documents pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case and other agreements reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture or other agreements, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the Second-Lien Notes Collateral Documents and the due and punctual performance of all of the covenants and conditions of this Indenture and the Second-Lien Notes Collateral Documents to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no No Guarantor may shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than the Company or another Guarantor), unless: , (i) either (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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 such Guarantor) unconditionally assumes, pursuant to a supplemental indenture, substantially in the form of Annex A hereto, or pursuant to such other agreements as are reasonably satisfactory to the Trustee, all the obligations of that such Guarantor under this Indenture, the Note Guarantees Notes and its Subsidiary Guarantee and all other obligations of such Guarantor under the Senior Secured Lien Documents to which it is a party on terms set forth therein and takes such other Obligations under this Indenture and action (as set forth in the Officers’ Certificate) as may be reasonably necessary to cause any property or assets that constitute Collateral Agreements, as applicable, pursuant owned by or transferred to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form such Person to be subject to the Trustee Senior Secured Liens, and perfected by filings or other methods, all in the Noteholder Collateral Agent; or manner and to the extent required under the Senior Secured Lien Documents, or (B2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture Section 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and substantially in the form of such obligations pursuant Annex A hereto, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants of this Indenture to this Section 11.04, 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderGuarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (2) either: (A) subject to Section 11.05 (“Releases”) 10.05 hereof, 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 Indentureits Note Guarantee, the Note Guarantees and the other Obligations under this Indenture and on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agentof Exhibit E; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses (2)(A) and (B) of Section 10.04(a), nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, 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 (whether or not such Guarantor is the surviving Person) into, another Person, other than the Company or another Guarantor, unless: (1i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2ii) either: (A) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (i) assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee, the Note Guarantees Security Documents (as applicable) and the other Obligations under this Indenture and the Collateral Agreements, as applicable, First Lien Intercreditor Agreement pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and (ii) to the Noteholder extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral Agentowned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; or (B) the Net Proceeds of such sale or other disposition are applied in accordance complies with Section 4.10 hereof, including the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all application of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 Net Proceeds therefrom. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and governed by Section 10.04(a)(ii)(A), upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and reasonably satisfactory in form to the Trustee, of such obligations pursuant the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderGuarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation either (i) continues to be a Guarantor or (ii) unconditionally assumes all the obligations of that Guarantor under this Indentureits Note Guarantee, the Note Guarantees and the other Obligations under this Indenture and the applicable Collateral Agreements, as applicable, Agreements pursuant to a supplemental indenture and an amendment, supplement or an amendment thereto, as applicableother instrument in respect of such Collateral Agreements, in each case reasonably case, satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustees; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral AgreementsIndenture. provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken Guarantors as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.17. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustees and satisfactory in form to the Trustees, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Agreements to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) of this Section 11.04, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no a Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or not: (A) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets 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 Indentureits Note Guarantee, the Note Guarantees and the other Obligations under this Indenture and (if then in effect) the Collateral Agreements, as applicable, Registration Rights Agreement pursuant to a supplemental indenture or an amendment thereto, as applicableand a supplement to the Registration Rights Agreement, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, a manner that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04be performed by the Guarantor, , (x) 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 andand (y) such Note Guarantee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though such Note Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 10.04(b)(i) and (ii) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof13.05, 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, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transaction, no Default or Event of Default existshas occurred and is continuing or would be caused thereby; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition Disposition or the Person formed by or surviving any such consolidation or merger assumes (if other than the Company or another Guarantor) expressly assumes, by executing and delivering a supplemental indenture to the Trustee that is satisfactory in form to the Trustee in accordance with Section 12.03 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of that Guarantor under its Note Guarantee, this Indenture, the Intercreditor Agreement and all appropriate Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture Security Documents; or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (Bii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed transaction is permitted by Article 5 Section 7.12 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)7.16. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee of such obligations pursuant Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, be performed by 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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, except 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 case Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution. Except as set forth in Article 7 and Article 8, and notwithstanding clauses (a) and Section 13.04(b)(i) and Section 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no a Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or not: (A) consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor, in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, Documents pursuant to a supplemental indenture and joinder, in form reasonably satisfactory to the Trustee or an amendment theretoCollateral Agent, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, a manner that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04be performed by the Guarantor, , (x) 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 andand (y) such Note Guarantee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though such Note Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 10.04(b)(i) and (ii) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 11.05 (“Releases”) hereof11.5(a), no a Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or not (1) consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person; or (2) sell, other than the Company assign, transfer, convey, lease or another Guarantor, otherwise dispose of all or substantially all of its properties or assets; unless: (1a) immediately after giving effect to that transaction, no Default such Guarantor is the surviving corporation; or Event of Default exists; and (2b) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, 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 (such 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 such Guarantor) assumes all the obligations of that such Guarantor under this Indenture, the Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case agreements reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agent; orTrustee; (B3) immediately after such transaction, no Event of Default exists; and (4) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered, together with an Opinion of Counsel to the effect that such obligations pursuant consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form to the Trustee , of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Section 11.04, 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 andGuarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. Upon delivery 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 Company in accordance with the provisions of this Indenture, except in the case of a leaseincluding without limitation Section 4.10, the predecessor Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor shall be relieved from its obligations under its Guarantee Notwithstanding the obligation foregoing, any Guarantor (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to pay the principal of and interest on the Notes and Company or to another Guarantor or (B) dissolve, liquidate or wind up its other obligations hereunderaffairs if at that time it does not hold any material assets.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of this Indenture Section 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and the Collateral Agreements. providedexclusively rely), howevereach stating that such sale, that the transfer, sale or other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, except and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, 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 (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: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereofthe other provisions of this Section, 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 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 that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicablesuch Subsidiary Guarantor, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case form and substance reasonably satisfactory in form to the Trustee and Trustee, under the Noteholder Collateral Agent; or (B) the Net Proceeds Notes of such sale or other disposition are applied in accordance with the each applicable provisions of series, this Indenture and the Collateral Agreements. providedGuarantee on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, however, that the transfer, sale no Default or other disposition, directly or indirectly, Event of all or substantially all of the assets of, directly or indirectly, Default exists under this Indenture; and (c) the Company and its Restricted Subsidiarieswould be permitted, taken as a whole will be governed by Article 5 and immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”4.03(a). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by one or more supplemental indentures, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes of each applicable series and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 Guarantor andSubsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes of each applicable series issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clause (c) above, nothing contained in the case this Indenture or in any Notes of any series shall prevent any consolidation or merger of a leaseSubsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Subsidiary Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 No Guarantor may (“Releases”1) 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 (whether or not such Guarantor is the surviving Person) another any Person, other than or (2) sell, convey, transfer, lease or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Company or another Guarantor, unless: (A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and (2) immediately after giving effect to that the transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees has occurred and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentis continuing; or (BC) the Net Proceeds of such transaction constitutes a sale or other disposition are applied in accordance with (including by way of consolidation or merger) of the applicable provisions of this Indenture and Guarantor or the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, disposition of all or substantially all the assets of the assets of, directly or indirectly, Guarantor (in each case other than to the Company and its or a Restricted Subsidiaries, taken as a whole will be governed Subsidiary) otherwise permitted by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Subject to the provisions of Section 11.03, each Guarantor (other than a Guarantor whose Note Guarantee has been released or is entitled to be release, in Section 11.05 (“Releases”each case in accordance with the terms of the Note Guarantee and this Indenture) hereofshall not consolidate with, no Guarantor may sell merge with or otherwise dispose into, or sell, lease or transfer in one transaction or a series of related transactions all or substantially all of its the consolidated assets to, or consolidate with or merge with or into (whether or not of such Guarantor is the surviving and its Subsidiaries, taken as a whole, to any Person) another Person, other than the Company or another Guarantor, unless: (1a) the Successor Entity, if not such Guarantor, is organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and, in each case, such Successor Entity (if not such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under the Notes, the applicable Note Guarantee and this Indenture; (b) immediately after giving effect to that such transaction, no Default or Event of Default existsshall have occurred and be continuing; and (2c) either: (A) subject to Section 11.05 (“Releases”) hereofif the Guarantor is not the resulting, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such transaction complies with this Indenture. Notwithstanding any provision of this Indenture to the Noteholder Collateral Agent; or (B) contrary, this Section 11.02 shall not apply to any merger or consolidation of a Guarantor into, or any sale, lease or conveyance of assets by a Guarantor to, the Net Proceeds Company or any other Guarantor or to any Guarantor upon any termination of the Note Guarantee of such sale or other disposition are applied Guarantor in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person and assumption of such obligations pursuant to this Section 11.04, , 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 and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIndenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05) may sell or otherwise dispose of all or substantially all of its property and assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property and assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all of the obligations of that such Guarantor under this Indenture, its Note Guarantee, the Note Guarantees Collateral Documents and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentIntercreditor Agreement; or (Bb) the Net Proceeds (other than Excluded Net Proceeds) of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture substantially in the form of Exhibit E, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee and the due and punctual performance of such obligations pursuant all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All of the Note Guarantees so evidenced will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter evidenced in accordance with the terms of this Indenture as though all of such Note Guarantees had been evidenced at the Issue Date. Except as set forth in Articles 4 and 5, except and notwithstanding clauses 2(a) and (b) of this Section 11.04, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a lease, Guarantor with or into the predecessor Issuer or another Guarantor shall be relieved from or will prevent any sale or conveyance of the obligation property of a Guarantor as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and; (2) either: (Aa) subject to Section 11.05 (“Releases”) hereof11.05, 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, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment theretoindenture, as applicableand appropriate Security Documents and the Registration Rights Agreement, in each case case, in form and substance reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and Indenture, including without limitation, Section 4.09; and (3) the Collateral Agreements. provided, however, that Company shall have delivered to the transfer, sale or other disposition, directly or indirectly, Trustee a certificate from an Authorized Officer of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiariesan Opinion of Counsel, taken as a whole will be governed by Article 5 each stating that such consolidation or merger, or sale or disposition and Section 4.18 (“Asset Sales”) such Supplemental Indenture, Security Documents and may be subject Registration Rights Agreement, if any, comply with this Indenture and that all conditions precedent provided for in this Indenture relating to Section 4.17 (“Offer to Repurchase Upon Change of Control”)such transaction have been complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 11.11 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) 11.11 hereof, 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 this Indenture, the Note Guarantees herein and the other Obligations under this Indenture and the Collateral Agreements, as applicableGuarantee, pursuant to a supplemental indenture or an amendment thereto, substantially in the form as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral Agentspecified herein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance complies with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions contained herein to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the notations of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a)(2)(A) and (a)(2)(B) above, nothing contained herein or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Issuers or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to either of the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no A Guarantor may sell not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1a) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agentof Exhibit F hereto; or (Bii) the Net Proceeds of such sale sale, assignment, transfer, conveyance or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, conveyance or conveyance other disposition and upon the assumption by the successor Person pursuant to Section 10.04(b)(i) hereof, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant to this Section 11.04, obligations, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Issuer or another Guarantor, or will prevent any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the predecessor properties or assets of a Guarantor shall be relieved from to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 No Guarantor (“Releases”other than the Parent Company) hereofmay (i) consolidate, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with amalgamate or merge with or into another Person (whether or not such Guarantor is the surviving Person) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets (determined on a consolidated basis) of such Guarantor and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, other than the Company Issuer or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property properties or assets in any such sale sale, assignment, transfer, conveyance, or other disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, the its Note Guarantees Guarantee and the other Obligations under this Indenture and the Collateral Agreements, as applicable, (pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agentof Exhibit E hereto); or (Bii) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and transactions does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, amalgamation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor, except in the case of a lease, and the predecessor Guarantor shall will be relieved released and discharged from all obligations in respect thereof. Such successor Person thereupon may cause to be signed any or all of the obligation notations of Note Guarantees to pay the principal be endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Subject to Article 5 hereof, and notwithstanding clauses 10.04(a) and 10.04(b)(i) and (ii) above, any Guarantor may (i) consolidate, amalgamate or merge with or into or sell, assign, transfer, convey or otherwise dispose of all or part of its other obligations hereunderproperties and assets to another Guarantor or the Issuer, (ii) consolidate, amalgamate or merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor or (iii) convert into an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) hereof, no A Guarantor may sell not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company CNX Midstream or another Guarantor, unless: (1a) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 11.05 (“Releases”) hereof, the Person acquiring the property properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and its Note Guarantee on the Collateral Agreements, as applicableterms set forth herein or therein, pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory in the form to the Trustee and the Noteholder Collateral Agentof Exhibit F hereto; or (Bii) the Net Proceeds of such sale sale, assignment, transfer, conveyance or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. providedIndenture, howeverincluding without limitation, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, conveyance or conveyance other disposition and upon the assumption by the successor Person pursuant to Section 10.04(b)(i) hereof, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant to this Section 11.04, obligations, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into CNX Midstream or another Guarantor, or will prevent any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the predecessor properties or assets of a Guarantor shall be relieved from the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCNX Midstream or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 hereof, no Guarantor may sell sell, assign, transfer, convey 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 11.05 (“Releases”) 10.05 hereof, the Person acquiring the property properties or assets 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, the its Note Guarantees Guarantee and the other Obligations under this Indenture and (if then in effect) the Collateral Agreements, as applicable, Registration Rights Agreement pursuant to a supplemental indenture or an amendment thereto, as applicableand a supplement to the Registration Rights Agreement, in each case form reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentTrustee; or (B2) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, a manner that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and does not violate Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 hereof. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (b)(1) and (2) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or other disposition of the predecessor properties or assets of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 11.05 11.6, a Guarantor (“Releases”other than the Company) hereof, no Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and; (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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) (the “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, in substantially the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agreements. providedAgent for the benefit of the Trustee and the Holders of the Notes, howeverand (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the transfertypes which would constitute Collateral under the Security Documents, sale shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Note Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, directly consolidation or indirectly, merger complies with the requirements of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Successor Guarantor, by supplemental indenture, executed and assumption delivered to the Trustee, of such obligations pursuant the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, except and notwithstanding clauses (1) and (2)above, nothing contained in this Indenture or in any of the case Notes shall prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation Company or another Guarantor. Notwithstanding any provision to pay the principal of contrary in this Section 11.5, (i) Arrow Parent may merge with Holdings, and interest on (ii) Algeco Parent may merge with the Notes and its other obligations hereunderCompany, in each case,in connection with the Acquisitions.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”) 10.05 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default or Event of Default exists; (2) subject to Section 10.05 hereof, the resulting, surviving or transferee Person will be an entity organized and existing under the laws of the United States of America, any state of the United States or the District of Columbia and such Person (if not such Guarantor) will expressly assume all of the obligations of such Guarantor under its Note Guarantee and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (23) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form Company will have delivered to the Trustee an Officers’ Certificate and the Noteholder Collateral Agentan Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental agreements (if applicable) comply with this Indenture; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transferforegoing will not apply to any such consolidation or merger with or into, sale or other dispositionconveyance, directly transfer or indirectlylease to, any Person if the resulting, surviving or transferee Person will not be a Subsidiary of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiariesthe other terms of this Indenture, taken as a whole will be governed by Article 5 and including the covenant described under Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”)4.10 above are complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 (“Releases”) 11.11 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) 11.11 hereof, 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 this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicableGuarantee, pursuant to a supplemental indenture or an amendment thereto, as applicable, substantially in each case reasonably satisfactory the form specified in form to the Trustee and the Noteholder Collateral Agentthis Indenture; or (B) the Net Proceeds of such sale or other disposition are applied in accordance complies with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 4.10 hereof. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption delivered to the Trustee and satisfactory in form to the Trustee, of such obligations pursuant the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to this Section 11.04, 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 andGuarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereof, except and notwithstanding clauses (a)(2)(A) and (a)(2)(B) above, nothing contained in this Indenture or in any of the case Notes will prevent any consolidation or merger of a leaseGuarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the predecessor property of a Guarantor shall be relieved from as an entirety or substantially as an entirety to the obligation to pay the principal of and interest on the Notes and its other obligations hereunderCompany or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 (“Releases”a) hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with with, amalgamate with, divide into or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 (“Releases”) hereof, 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, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, its Note Guarantee pursuant to a supplemental indenture or an amendment thereto, substantially in the form attached as applicable, in each case reasonably satisfactory in form to the Trustee and the Noteholder Collateral AgentExhibit F hereto; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 and Section 4.18 Indenture. (“Asset Sales”b) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person Person, by supplemental indenture, executed and assumption of such obligations pursuant delivered to this Section 11.04, the Trustee, 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 andGuarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles IV and V hereof, except in the case this Section 10.03 will not apply to (i) any consolidation, amalgamation or merger of a lease, Guarantor with or into the predecessor Issuer or another Guarantor shall be relieved from or (ii) any sale or conveyance of the obligation property of a Guarantor as an entirety or substantially as an entirety to pay the principal of and interest on the Notes and its other obligations hereunderIssuer or another Guarantor.