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 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no Subsidiary 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 consolidated properties and assets to, or consolidate with or merge with or into to (whether or not such Subsidiary Guarantor is the surviving Person) another ), any other Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists;has occurred and is continuing or would be caused thereby; and (b) either: (1i) subject to Section 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 “Successor Parent, the Company or another Guarantor” (i) unconditionally assumes is an entity organized under the laws of Israel, Bermuda, the British Virgin Islands, Cayman Islands, Guernsey, Jersey, Switzerland, the United Kingdom, the Netherlands, Luxembourg, Ireland or any other jurisdiction within the European Union, or the United States, any state thereof or the District of Columbia and expressly assumes, by executing and delivering a supplemental indenture to the Trustee in substantially the form attached hereto as Exhibit B in accordance with Article 10 hereof and any other agreements, all of the obligations of that Subsidiary Guarantor under its Note Guarantee, Guarantee and this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, transaction is permitted by Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate 4.08 and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this IndentureSection 4.11. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary such Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary such Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. 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. No such , merger, sale, conveyance, transfer or lease in which the Person formed by or surviving any such , merger, sale, conveyance, transfer or lease is not the Parent, the Company or another Guarantor shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any such , merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Section 13.04. Except as set forth in Articles 4 and 5 hereofArticle 4, and notwithstanding clauses (b)(1Section 13.04(a), Section 13.04(b)(i) and (b)(2Section 13.04(b)(ii) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation consolidation, amalgamation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor other than any Guarantor whose Guarantee is to be released in Section 10.05 hereofaccordance with the terms if this Indenture will not consolidate, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Personentity) any Person other than the Company or another PersonGuarantor (in each case, other than the Issuer, the Parent or another Subsidiary Guarantor, in accordance with Section 4.10 hereof) unless: (a1) the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is a corporation, limited partnership, limited liability company or other entity organized or existing under the laws of the ▇▇▇▇▇▇ ▇▇▇▇▇▇, any state thereof or the District of Columbia or the laws of Canada or any province thereof; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) assumes all the obligations of the Guarantor pursuant to a supplemental indenture, under the Notes and this Indenture; (3) immediately after giving effect to such transaction, no Default or Event of Default exists;; and (b4) either: (1) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition Guarantor or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, amalgamation or merger or transfer and such supplemental indenture (if any) comply complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that clause (4) will not be applicable to any Guarantor consolidating with, merging or in any amalgamating into or transferring all or part of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety its properties and assets to the Parent, the Issuer Company or another Subsidiary any Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor other than any Guarantor whose Guarantee is to be released in Section 10.05 hereofaccordance with the terms of this Indenture will not consolidate, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Personentity) any Person other than the Company or another PersonGuarantor or Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than the Issuer, the Parent or another Subsidiary Guarantor, in accordance with Section 4.10 hereof) unless: (a1) the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is a corporation, limited partnership, limited liability company or other entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province thereof; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) assumes all the obligations of the Guarantor pursuant to a supplemental indenture, under the Notes and this Indenture; (3) immediately after giving effect to such transaction, no Default or Event of Default exists;; and (b4) either: (1) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition Guarantor or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such the consolidation, amalgamation or merger or transfer and such supplemental indenture (if any) comply complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that clause (4) will not be applicable to any Guarantor consolidating with, merging or in any amalgamating into or transferring all or part of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety its properties and assets to the Parent, the Issuer Company or another Subsidiary any Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 hereof9.06, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person, Person other than the Issuer, the Parent Company or another Subsidiary GuarantorGuarantor unless, unless: (a) 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, no Default as the case may be, the “Surviving Guarantor”) formed by such merger, consolidation or Event amalgamation shall expressly assume, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such surviving Person, the due and punctual payment of Default existsthe 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) either: (1) subject to Section 10.05 hereofthe Company shall deliver, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 executeddelivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such consolidationtransaction 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, merger no Default or transfer Event of Default shall have occurred and such supplemental indenture (if any) comply with this Indenturebe continuing. In case of any such consolidationThe Surviving Guarantor shall succeed to, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for for, and may exercise every right and power of such Guarantor under the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary GuarantorIndenture. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding clauses the foregoing, any Guarantor may (b)(1i) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b)(2ii) merge with an Affiliate of the Company solely for the purpose of reincorporating or reorganizing the Guarantor in the first paragraph United States, any state thereof, the District of this Section 10.04, nothing contained in this Indenture Columbia or in any of territory thereof or (iii) convert into a Person organized or existing under the Notes will prevent any consolidation or merger laws of a Subsidiary Guarantor with or into jurisdiction in the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorUnited States.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the IssuerIssuers, the Parent or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists;; and (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), ) and the Intercreditor Agreement and any other applicable Approved Intercreditor Collateral Trust Agreement, pursuant to agreements reasonably satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1b(1) and (b)(2b(2) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the an Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Issuers or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no Subsidiary the Company will not permit any Guarantor may sell to dissolve or liquidate nor consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving entity), convert into another form of entity, continue in another jurisdiction, or (except in connection with a Permitted Pipeline Sale) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets toproperties and assets, in one or consolidate with more related transactions, to any Person (other than to or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, ) unless: (a1) the Person formed by or surviving such consolidation, merger, conversion or continuation (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or disposition is made (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized immediately prior to such transaction, or under the laws of the United States, any state of the United States or the District of Columbia; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and the Security Documents and its Note Guarantee pursuant to a supplemental indenture, appropriate modifications (if necessary) to the Security Documents and Note Guarantee; (3) no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such transaction, no Default transaction or Event series of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofrelated transactions; and (c4) the Issuer shall Company will have delivered to the Trustee a certificate from an Officer’s Certificate Authorized Officer and an Opinion of Counsel, each stating that such consolidationconsolidation or #100513604v3 merger, merger conversion or transfer continuation, or sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (and Security Documents and Note Guarantee, if any) , comply with this IndentureIndenture and the Security Documents and that all conditions precedent provided for in this Indenture and the Security Documents relating to such transaction have been complied with and, with respect to such Opinion of Counsel, that such supplemental indenture, Security Documents and Note Guarantee, if any, constitute the Guarantor’s or such Successor Guarantor’s legal, valid and binding obligation, enforceable against it in accordance with its terms; or (b) the transaction does not violate the covenant described under Section 4.12; provided, that the foregoing shall not restrict in any way any Permitted CFCo Contribution that satisfies the conditions applicable thereto. In case of any such consolidation, consolidation or merger, sale conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.045, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent whether or another Subsidiary not affiliated with such Guarantor, unless: (a) Except in the case of a merger of a Guarantor with or into the Company or another Guarantor but subject to Section 11.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the Obligations of such Guarantor under the Notes, this Indenture and the Subsidiary Guarantee, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, on the terms set forth herein or therein; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; (bc) either: (1) subject to Section 10.05 hereofexcept in the case of a merger of a Guarantor with or into the Company or another Guarantor, the Person acquiring the property in such Guarantor, or any such sale or disposition or the Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction; and (d) except in the case of a merger (of a Guarantor with or into the “Successor Company or another Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable)Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio, the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementimmediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations Fixed Charge Coverage Ratio test 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 owned 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 first paragraph of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 4.09 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale sale, assignment, transfer, lease or conveyance or other disposition and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary GuarantorGuarantees 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 Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereofArticle 5, and notwithstanding clauses (b)(1a) and (b)(2b) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will shall prevent any sale sale, assignment, transfer, lease, conveyance or conveyance other disposition of all or substantially all the property assets of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except Each Guarantor or Co-Issuer (other than the Company) other than any Guarantor or Co-Issuer whose Guarantee or obligation as otherwise provided a Co-Issuer, as the case may be, is to be released in Section 10.05 hereofaccordance with the terms of this Indenture will not consolidate, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with amalgamate or merge with or into (whether or not such Subsidiary Guarantor or Co-Issuer is the surviving Personentity) any Person other than another PersonCo-Issuer (including the Company), another Guarantor or a Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than the Issuer, the Parent or another Subsidiary Guarantor, in accordance with Section 4.10 hereof) unless: (a) immediately after giving effect to such transaction, no Default Guarantor or Event of Default exists; (b) either: (1) subject to Section 10.05 hereof, such Co-Issuer is the surviving Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the “Successor Guarantor” ) is a corporation, limited partnership, limited liability company or other entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province thereof; (ib) unconditionally the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or such Co-Issuer) assumes all the obligations of that Subsidiary the Guarantor or such Co-Issuer pursuant to a supplemental indenture, under its Note Guarantee, the Notes and this Indenture, Indenture and assumes all obligations of such Guarantor or such Co-Issuer under the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments required to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned by each such entity; (c) immediately after such transaction, no Default or transferred Event of Default exists; (d) to the extent any assets or property of such Guarantor or such Co-Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or such Co-Issuer) are property or assets of the type that would constitute Collateral, such surviving Personentity will take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, together with such financing statements or comparable documents the Security Documents and the First Lien Intercreditor Agreement in the manner and to the extent required by this Indenture or any of the Security Documents and subject the First Lien Intercreditor Agreement and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the limitations set forth in extent required by this Indenture, the Security Documents and the First Lien Intercreditor Agreement; (e) the Collateral owned by the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or such Co-Issuer) shall (a) continue to constitute Collateral under this Indenture and the Security Documents, as may (b) be required subject to perfect the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document Lien other than Permitted Liens and other Liens permitted under the UCC or other similar statute or regulation of the relevant states or jurisdictions; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, covenant described under Section 4.10 4.12 hereof; and (cf) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger Person formed by or transfer and such supplemental indenture (if any) comply with this Indenture. In case of surviving any such consolidation, mergeramalgamation or merger (if other than such Guarantor or such Co-Issuer) or to which such sale, sale assignment, transfer, lease, conveyance or conveyance and upon other disposition will have been made shall become a party to the assumption by Intercreditor Agreements, to the Successor Guarantorextent then in effect, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture joinder or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorsupplement.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no each Subsidiary Guarantor may sell will not, and the Issuers will not permit a Subsidiary Guarantor to, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or consolidate with or permit any Person to merge with or into it (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Issuers or another any Subsidiary Guarantor), unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;will have occurred and be continuing, and (b2) either: (1A) subject to Section 10.05 hereofsuch Subsidiary Guarantor shall be the continuing Person, the Person acquiring the property in any such sale or disposition or the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger (the “Successor Guarantor” into which such Subsidiary Guarantor is merged or that acquired or leased its property and assets (i) unconditionally assumes all shall be a corporation or limited liability company organized and validly existing under the obligations laws of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and United States of America or any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee jurisdiction thereof and (ii) shall expressly assume, by supplemental indenture, executed and delivered to the extent required by Trustee, all of its obligations on the Subsidiary Guarantee and subject to under this Indenture and the limitations set forth in the Notes Security Documents; provided that: (i) such Subsidiary Guarantor or the surviving entity, agrees to cause as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Liens Lien of the Notes Security Documents on the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving Personentity; (ii) the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity, together as applicable, shall (A) constitute Collateral under this Indenture and the Notes Security Documents; (B) be subject to the Priority Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens; and (iii) the property and assets of the Person which is merged or consolidated with or into such financing statements Subsidiary Guarantor or comparable documents the surviving entity, as applicable, to the extent that they are property or assets or of the types which would constitute Collateral under the Notes Security Documents, shall be treated as After-Acquired Property and such Subsidiary Guarantor or the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Lien of the Notes Security Documents in the manner and 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 jurisdictionsthis Indenture; or (2B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, transaction is not prohibited by Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture (including any supplement to any Notes Security Document if required in connection with such transaction) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. In such event, the Person formed by such consolidation or merger will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Indenture and its Subsidiary Guarantee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04foregoing, nothing contained in this Indenture or in any of the Notes notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the an Issuer or another Subsidiary Guarantor, or will prevent any sale sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the an Issuer or another Subsidiary Guarantor. Notwithstanding the foregoing, the Parent shall not merge or consolidate with or transfer all of its assets to, an Issuer or any Restricted Subsidiary if the Issuer or any Restricted Subsidiary will become an issuer or other obligor on the Existing Convertible Notes or any Indebtedness that is incurred to refinance, replace, renew or refund the Existing Convertible Notes (in whole or in part, on one or more occasions and from time to time).

Guarantors May Consolidate, etc., on Certain Terms. (a) The Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia); (2) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent under its Note Guarantee and the Indenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Sections 10.04(a) and (b) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent and its Restricted Subsidiaries. Clauses (3) and (4) of Section 10.04(a) will not apply to (1) any merger or consolidation of the Parent with or into one of its Restricted Subsidiaries for any purpose or (2) any consolidation, amalgamation or merger of the Parent into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Parent to, any Guarantor, (3) the conversion of the Parent or any Restricted Subsidiary into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating the Parent in another jurisdiction. In addition, the Parent or any Restricted Subsidiary may change its name. (d) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing; and (b2) either: (1A) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, and this Indenture, Indenture on the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementterms set forth herein or therein, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth a supplemental indenture 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 owned 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 form of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictionsExhibit E; or (2B) such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (ce) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(12)(A) and (b)(2B) in the first paragraph of this Section 10.0410.04(d), nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) From and after the Guarantee Effective Date, the Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia);; (2) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent under its Note Guarantee and the Indenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing; and (b2) either: : (1A) (a) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, and this Indenture, Indenture on the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementterms set forth herein or therein, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth a supplemental indenture in the Security Documents, agrees to cause form of Exhibit E; or (B) (b) such amendments, supplements sale or other instruments to be executeddisposition does not violate Section 4.10 hereof, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (cd) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(12)(a) and (b)(2b) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 12.06 hereof, no Guarantor (including any existing or future Restricted Subsidiary Guarantor 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 Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, 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 (i) 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 Issuerlaws of the United States of America, any state thereof, or the Parent or another Subsidiary District of Columbia and expressly assumes all the obligations of such Guarantor, unless: pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture and (aii) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereof, the Person acquiring the property in . In connection with any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, contemplated by this IndentureSection 12.05, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory Company shall deliver to the Trustee and (ii) prior to the 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 owned 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 consummation of the relevant states or jurisdictions; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, consolidation or merger or transfer and such supplemental indenture (if any) comply with this IndentureArticle 12 and that all conditions precedent herein provided relating to such transaction have been complied with. In case The provisions of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, clause (i) of the Note Guarantees and preceding paragraph shall not apply if the due and punctual performance of all of Person formed by or surviving the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any relevant consolidation or merger of or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary (a) A Guarantor may sell not 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 Subsidiary Guarantor is the surviving Person) ), another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists;; and (b2) either: (1a) subject to Section 10.05 hereof, either (i) the Guarantor is the surviving Person or (ii) 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 “Successor Guarantor” (i) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations its Guarantee on terms 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 owned 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 jurisdictionstherein; or (2b) the Net Proceeds of such sale or other disposition are applied in accordance transaction complies with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof or the District of Columbia or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in Such successor Person thereupon may cause to be signed any or all of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any 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 prevent any consolidation or merger 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 a Subsidiary Guarantor with or into this Indenture as though all of such Guarantees had been issued at the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary The Company shall 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 any Person (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) immediately after giving effect to if such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereofPerson remains a Guarantor, the resulting, surviving or transferee Person acquiring will be a Person organized and existing under the property in laws of the United States, any such sale or disposition state of the United States or the District of Columbia and such Person formed (if not the Company or such Guarantor) shall expressly assume, by or surviving any such consolidation or merger (supplemental indenture, executed and delivered to the “Successor Guarantor” (i) unconditionally assumes Trustee, all the obligations of that Subsidiary such Guarantor under its Note Subsidiary Guarantee, this Indenture, the Security Registration Rights Agreement, the related Collateral Documents (as applicable), and the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to shall cause such amendments, supplements or other instruments to be executed, filed filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned by or transferred to such the surviving Personentity, 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; or; (2b) the Net Proceeds immediately after giving effect to such transaction, no Default of such sale or other disposition are applied in accordance with the applicable provisions Event of this Indenture, including without limitation, Section 4.10 hereofDefault shall have occurred and be continuing; and (c) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with the provisions of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Each Subsidiary Guarantor may sell or otherwise dispose other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of all or substantially all of its assets tothis Indenture will not consolidate, or consolidate with amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Personentity) any Person other than Parent or the Issuer or another PersonSubsidiary Guarantor or Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than the Issuer, the Parent or another Subsidiary Guarantor, in accordance with Section 4.10 hereof) unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereof, the Subsidiary Guarantor is the surviving Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than the “Successor Subsidiary Guarantor” ) is a corporation, limited partnership, limited liability company or other entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province thereof; (i2) unconditionally the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Subsidiary Guarantor) assumes all the obligations of that the Subsidiary Guarantor pursuant to a supplemental indenture, under the Notes and this Indenture and assumes all obligations of the Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to cause such amendments, supplements or other instruments required to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned by each such entity; (3) immediately after such transaction, no Default or transferred Event of Default exists; (4) to the extent any assets or property of such Subsidiary Guarantor or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Subsidiary Guarantor) are property or assets of the type that would constitute Collateral, such surviving Personentity will take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, together with such financing statements or comparable documents the Security Documents and the First Lien Intercreditor Agreement in the manner and to the extent required by this Indenture or any of the Security Documents and subject the First Lien Intercreditor Agreement and shall take all reasonably necessary action so that such Lien is perfected, preserved and protected to the limitations set forth in extent required by this Indenture, the Security Documents and the First Lien Intercreditor Agreement; (5) the Collateral owned by the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Subsidiary Guarantor) shall (a) continue to constitute Collateral under this Indenture and the Security Documents, as may (b) be required subject to perfect the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document Lien other than Permitted Liens and other Liens permitted under the UCC or other similar statute or regulation of the relevant states or jurisdictions; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, covenant described above under Section 4.10 4.12 hereof; and (c6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger Person formed by or transfer and such supplemental indenture (if any) comply with this Indenture. In case of surviving any such consolidation, mergeramalgamation or merger (if other than Parent or the Issuer, sale as applicable) or to which such sale, assignment, transfer, lease, conveyance and upon or other disposition will have been made shall become a party to the assumption by Intercreditor Agreements, to the Successor Guarantorextent then in effect, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture joinder or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorsupplement.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.05 hereof10.04 and Section 4.10) will not, no Subsidiary and the Company will not cause or permit any Guarantor may sell to, consolidate with or merge with or into any Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its such Guarantors’ assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another to any Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) such entity assumes by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee, this Indenture and the Registration Rights Agreement; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (c4) the Issuer Guarantor or the Surviving Entity shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to be performed by such transaction have been satisfied. Any merger or consolidation of (i) a Guarantor with and into the Subsidiary Guarantor, such Successor Company (with the Company being the surviving entity) or another Guarantor will succeed to and be substituted or (ii) a Guarantor or the Company with an Affiliate organized solely for the Subsidiary purpose of reincorporating such Guarantor with or the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth Company in Articles 4 and 5 hereof, and notwithstanding clauses another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with: (b)(1) and (b)(2A) in the case of a merger or consolidation described in clause (ii), clause (4) of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any 5.01; and (B) (x) clause 1(b)(y) of the Notes will prevent any consolidation or merger first paragraph of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance Section 5.01 and (y) clause (2) of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorSection 5.01.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or will not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (ai) the successor or purchaser (if other than the Issuer or another Guarantor) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia; (ii) the successor or purchaser (if other than the Issuer or another Guarantor) expressly assumes such Subsidiary Guarantor’s obligations on its Guarantee under a supplemental indenture and the performance or observance of every covenant of such Subsidiary Guarantor under this Indenture; (iii) immediately after giving effect to the transaction and treating any Debt which becomes the Subsidiary Guarantor’s or any of its Subsidiaries’ obligation as a result of such transaction as having been incurred by such Subsidiary Guarantor or such Subsidiary at the time of such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereofDefault, the Person acquiring the property in any such sale and no event which, after notice or disposition lapse of time or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor” (i) unconditionally assumes all the obligations both, would become an Event of that Subsidiary Guarantor under its Note GuaranteeDefault, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (civ) the Issuer shall have delivered Subsidiary Guarantor delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating compliance with the requirements of the preceding clauses (i), (ii) and (iii), and, to the extent that such consolidationthe preceding clause (ii) is applicable, merger or transfer and such to the effect that the applicable supplemental indenture has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor or purchaser (if any) comply subject to customary enforceability exceptions). Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of a Subsidiary Guarantor substantially as an entirety to any Person in accordance with this Indenture. In case of any Section 10.3, the successor formed by such consolidationconsolidation or into or with which such Subsidiary Guarantor is merged or to which such sale, mergerconveyance, sale transfer or conveyance and upon the assumption by the Successor Guarantorlease is made shall succeed to, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the for, such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary GuarantorGuarantor herein; and the predecessor shall be automatically and unconditionally released from all obligations under this Indenture and the Securities provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee. 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. Except as set forth in Articles 4 and 5 Article V hereof, and notwithstanding clauses (b)(1i), (ii), (iii) and (b)(2iv) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will shall prevent any sale sale, conveyance, transfer or conveyance lease of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary (a) No Guarantor may shall 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 Subsidiary Guarantor is the surviving Person) ), another Person, Person (other than the Issuer, the Parent Company or another Subsidiary Guarantor), unless: (ai) immediately after giving effect to such transactiontransaction or series of related transactions, no Default or Event of Default exists; (bii) either: either (1) subject to Section 10.05 hereof, such Guarantor is the surviving Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor), or to which such sale or other disposition is made (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor” (i”) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the its Subsidiary Guarantee and any Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, to which such Guarantor is a party pursuant to agreements a supplemental indenture substantially in the form of Annex A hereto or other documents or instruments in form reasonably satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations on terms set forth in therein, or (2) such transaction or series of related transactions complies with the Security Documentsprovisions of Section 4.10; (iii) if applicable, agrees to cause the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered , filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law Applicable Law to preserve and protect the Liens Lien of the Security Documents on the any Collateral owned or transferred to such Successor Guarantor; (iv) any Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents the Successor Guarantor shall (1) continue to the extent required by constitute Collateral under this Indenture 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 (2) be subject to a first-priority Lien in favor of the Net Proceeds Collateral Agent for the benefit of such sale the Holders of the Notes and (3) not be subject to any Lien other than Liens securing the Notes or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofSecond Priority Notes; and (cv) the Issuer shall have delivered property and assets of the Person which is merged or consolidated with or into any Successor Guarantor, to the Trustee an Officer’s Certificate extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property, and an Opinion the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to a first-priority Lien in favor of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture the Collateral Agent for the benefit of the Holders of the Notes. (if anyb) comply with this Indenture. In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Note Guarantees Subsidiary Guarantee of, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by by, the Subsidiary applicable Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary such Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.05 hereof10.04 and Section 4.10) will not, no Subsidiary and the Company will not cause or permit any Guarantor may sell to, consolidate with or merge with or into any Person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its such Guarantors’ assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another to any Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee and the Collateral Agent, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee, this Indenture and the Registration Rights Agreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith such person shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (c4) the Issuer Guarantor or the Surviving Entity shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture (if any) comply complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to be performed by such transaction have been satisfied. Any merger or consolidation of (i) a Guarantor with and into the Subsidiary Guarantor, such Successor Company (with the Company being the surviving entity) or another Guarantor will succeed to and be substituted or (ii) a Guarantor or the Company with an Affiliate organized solely for the Subsidiary purpose of reincorporating such Guarantor with or the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth Company in Articles 4 and 5 hereof, and notwithstanding clauses another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with: (b)(1) and (b)(2A) in the case of a merger or consolidation described in clause (ii), clause (4) of the first paragraph of Section 5.01; and (B) (x) clause 1(b)(y) of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any and (y) clause (2) of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorSection 5.01.

Guarantors May Consolidate, etc., on Certain Terms. (a) From and after the Guarantee Effective Date, the Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent is the surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia); (2) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent under its Note Guarantee and the Indenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Sections 10.04(a) and (b) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent, the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 10.04(a) will not apply to (1) any merger or consolidation of the Parent with or into one of its Restricted Subsidiaries for any purpose or (2) any consolidation, amalgamation or merger of the Parent into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Parent to, any Guarantor, (3) the conversion of the Parent or any Restricted Subsidiary into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating the Parent in another jurisdiction. In addition, the Parent or any Restricted Subsidiary may change its name (d) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing; and (b2) either: (1A) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, and this Indenture, Indenture on the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementterms set forth herein or therein, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth a supplemental indenture 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 owned 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 form of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictionsExhibit E; or (2B) such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (ce) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(12)(a) and (b)(2b) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 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 Issuer, the Parent Issuer or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) either: (a) such Guarantor is the surviving corporation; or (b) either:the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership 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; (13) subject to Section 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 (the “Successor if other than such Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Subsidiary Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, the Note Security Documents on the terms set forth herein pursuant to agreements a supplemental indenture substantially in the form of Exhibit E hereto or other agreement in form and substance reasonably satisfactory to the Trustee Trustee; and (4) prior to a Release Event or if a Reversion Event has occurred, following such Reversion Event, to the extent any assets of 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 that Guarantor) are assets of the type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger (if other than that Guarantor) will take such action as may be reasonably necessary to cause such property and (ii) assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent required in this Indenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by and subject to the limitations set forth in the Note 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee, of the Note Guarantees Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed a supplemental indenture substantially in the form of Exhibit E hereto or other agreement reasonably satisfactory to the Trustee. All the Subsidiary GuarantorGuarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and Article 5 hereof, and notwithstanding clauses clause (b)(11) and (b)(2) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;; and (b2) either: (1a) subject to Section 10.05 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 all the “Successor Guarantor” Obligations of that Guarantor under (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Note Guarantee, this Indenture, Guarantee on the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementterms set forth herein or therein, pursuant to agreements a supplemental indenture in form and substance reasonably satisfactory to the Trustee and the Collateral Agent and (ii) the Security Documents to which that Guarantor was a party by amendment, supplement or other instrument reasonably satisfactory to the extent required by Trustee and subject to the limitations set forth Collateral Agent, and in the Security Documents, agrees to connection therewith shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the Liens perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to such the 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 jurisdictionsentity; or (2b) the Net Proceeds of such sale or other disposition Disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c3) if the Issuer shall have delivered Guarantor is a party to the Trustee an Officer’s Certificate and an Opinion of CounselEnvironmental Indemnity Agreements, each stating that all rights afforded to such consolidation, Guarantor under the Environmental Indemnity Agreements are effectively assigned in full to the Person formed by or surviving any consolidation or merger or transfer and such supplemental indenture (if anyother than the Company or another Guarantor) comply with this Indentureor the Person to which such sale, assignment, transfer, conveyance or other Disposition has been made, pursuant to agreements reasonably satisfactory to the Trustee. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. All 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 issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been executed at the Issue Date. Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding clauses (b)(12(a) and (b)(2b) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company or shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except as otherwise provided set forth in Section 10.05 hereofArticle Four, no Subsidiary nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor may sell with or otherwise dispose into a corporation or corporations other than the Company or another Guarantor (whether or not affiliated with the Guarantor), or shall prevent any sale or conveyance of all or substantially all of its the assets to, of a Guarantor to a corporation other than the Company or consolidate with or merge with or into another Guarantor (whether or not such Subsidiary Guarantor is affiliated with the surviving Person) another PersonGuarantor); provided, other than the Issuerhowever, the Parent or another Subsidiary Guarantorthat, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Sections 11.04 and 11.06(a), either (x) the transaction is an Asset Sale consummated in accordance with Section 10.05 hereof4.14, or (y) (i) the Person acquiring the property in any such sale or disposition or the Person entity formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such 118 -110- sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the “Successor Guarantor” (i) unconditionally assumes all laws of the obligations United States, any State thereof or the District of that Subsidiary Guarantor under its Note GuaranteeColumbia, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, (iii) each Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the extent required by and subject to the limitations Guarantee of such Guarantor set forth in this Article Eleven, and the Security Documents, agrees to cause such amendments, supplements or other instruments due and punctual performance and observance of all of the covenants and conditions of this Indenture to be executedperformed by such Guarantor, filed shall be expressly assumed (in the event that the Guarantor is not the Surviving Entity), by supplemental indenture satisfactory in form to the Trustee, executed and recorded in such jurisdictions as may be required by applicable law delivered to preserve and protect the Liens on the Collateral owned by or transferred to such surviving PersonTrustee, 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 an Officers' Certificate of the relevant states or jurisdictions; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate Company and an Opinion of Counsel, each Counsel stating that such consolidation, merger or transfer the transaction and such supplemental indenture (if any) comply with this Indenture, by the corporation formed by such consolidation, or into which the Guarantor shall have merged, or by the corporation that shall have acquired such property and (iv) immediately after giving effect to such transaction, the Company shall be in compliance with Section 5.01(a)(ii) of this Indenture. In the case of any such consolidation, merger, sale or conveyance and that is not an Asset Sale consummated in accordance with Section 4.14 upon the assumption by the Successor Guarantorsuccessor corporation, by a supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form to the Trustee of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture Any merger or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to with and into the Parent, Company (with the Issuer Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary Guarantorof the Company need only comply with clause (iv) of Section 5.01(a).

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary each Guarantor may sell will not, and the Company will not cause or permit any Guarantor to, amalgamate or consolidate with or merge with or into any Person or sell, assign, transfer, lease, 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 Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (a1) the entity formed by or surviving any such amalgamation, consolidation or merger (if other than such Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States or any State or territory thereof or the District of Columbia or such other jurisdiction as such Guarantor was organized or existing under; (2) such entity (if other than such Guarantor) assumes by supplemental indenture all of the obligations of the Guarantor on its Note Guarantee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (c4) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationamalgamation, consolidated, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any amalgamation, merger or transfer and such supplemental indenture consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (if anywith the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with this IndentureSection 5.01(a)(4). In case of any such amalgamation, consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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 IV and 5 V hereof, and notwithstanding clauses (b)(1clause 10.04(1) and (b)(2) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any amalgamation, consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale sale, assignment, transfer, or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof11.05, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) ), another Person, other than the Issuer, the Parent or another Subsidiary Guarantor, Person unless: (a1) immediately after giving effect to such that transaction, no Default or Event of Default exists and either (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (2) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Guarantor under the Guarantees and this Indenture, as applicable, pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (b4) either: (1) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition Guarantor or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) shall have Consolidated Net Worth immediately after the “Successor Guarantor” (i) unconditionally assumes all transaction equal to or greater than the obligations Consolidated Net Worth of that Subsidiary such Guarantor under its Note Guarantee, this Indenture, immediately preceding the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 jurisdictionstransaction; orand (25) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the 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 date of the execution hereof. Except as set forth in Articles 4 Four and 5 Five hereof, and notwithstanding clauses (b)(1) 2 and (b)(2) in the first paragraph of this Section 10.043 above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary Guarantor of the Company 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 Subsidiary Guarantor is the surviving Person) ), another Person, other than the Issuer, the Parent either Issuer or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists;; and (b2) either: (1a) subject to Section 10.05 hereof, either (i) the Guarantor is the surviving Person or (ii) the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the “Successor Guarantor” (i) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the Security Documents (as applicable)Registration Rights Agreement, the Intercreditor Collateral Trust Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to its Note Guarantee on the Trustee and (ii) to the extent required by and subject to the limitations terms 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 owned 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 jurisdictionstherein; or (2b) such transaction complies with Section 4.11 hereof. (b) Notwithstanding the Net Proceeds foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such sale or other disposition are applied Guarantor, in accordance with each case without regard to the applicable provisions requirements set forth in clause (1) of this Indenture, including without limitation, Section 4.10 11.04(a) hereof; and. (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in Such successor Person thereupon may cause to be signed any or all of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any 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 prevent any consolidation or merger 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 a Subsidiary Guarantor with or into this Indenture as though all of such Note Guarantees had been issued at the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing Nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the an Issuer or another Subsidiary Guarantor, Guarantor or will shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety entirety, to the Parent, the an Issuer or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except in the case in which a Subsidiary Guarantor's Guarantee is subject to release as provided under Section 10.3, each Guarantor will not, and the Issuers will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than an Issuer or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia or, in the case of Canadian Drawn Steel Company, Inc., the laws of Canada or a political subdivision thereof; (ii) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; and (iii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing. Any merger or consolidation of a Guarantor with and into an Issuer (with an Issuer being the surviving entity) or another Guarantor need only comply with clauses (b) and (e) of Section 5.1.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof11.5, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person; or (2) sell, other than the Issuerassign, the Parent transfer, convey, lease or another Subsidiary Guarantor, otherwise dispose of all or substantially all of its properties or assets; unless: (a) immediately after giving effect to such transaction, no Default Guarantor is the surviving corporation; or Event of Default exists; (b) either: (1) subject to Section 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 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” ”); (i2) unconditionally the Successor Guarantor (if other than such Guarantor) assumes all the obligations of that Subsidiary such Guarantor under its Note the Guarantee, this Indenture, the Security Documents (as applicable), Indenture and the Intercreditor Registration Rights Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements reasonably satisfactory to the Trustee and (ii) to the 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 owned 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; orTrustee; (23) immediately after such transaction, no Default or 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, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such 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 Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as set forth the Guarantees theretofore and thereafter issued in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in accordance with the first paragraph terms of this Section 10.04, nothing contained in this Indenture or in any as though all such Guarantees had been issued at the date of the Notes will prevent any consolidation execution hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or merger other disposition was made by the Company in accordance with the provisions of a Subsidiary Guarantor with or into the Parentthis Indenture, including without limitation Section 4.10, the Issuer Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Notwithstanding the foregoing, any Guarantor may consolidate with, merge into or another Subsidiary Guarantorsell, assign, transfer, convey, lease or will prevent any sale otherwise dispose of all or conveyance part of the property of a Guarantor as an entirety or substantially as an entirety its properties and assets to the Parent, the Issuer Company or to another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor or shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Issuers or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except in the case in which a Subsidiary Guarantor's Guarantee is subject to release as otherwise provided in under Section 10.05 hereof10.3, no each Guarantor will not, and the Issuers will not cause or permit any 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, any Person other than the IssuerIssuers or any other Guarantor unless: (i) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized and existing under the laws of the United States or any State thereof or the District of Columbia or, in the case of any Subsidiary Guarantor organized under the laws of Canada or a political subdivision thereof, the Parent laws of Canada or another Subsidiary Guarantor, unless: a political subdivision thereof; (aii) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; and (iii) immediately after giving effect to such transaction, no Default or Event of Default exists; shall have occurred and be continuing. Any merger or consolidation of a Guarantor with and into an Issuer (with an Issuer being the surviving entity) or another Guarantor need only comply with clauses (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (iid) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor5.1.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than one of the Issuer, the Parent Issuers or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject Except in the case of a Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or a Subsidiary of the Company), whether through a merger, consolidation or sale of Capital Stock or assets (including as provided in the fifth paragraph under “—Guarantees”) or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 10.05 hereof4.10 in respect of such disposition, the resulting, surviving or transferee Person acquiring (if not such Subsidiary) shall be a Person organized and existing under the property in laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any such sale or disposition State thereof or the District of Columbia, and such Person formed shall expressly assume, by or surviving any such consolidation or merger (a Guaranty Agreement, in a form satisfactory to the “Successor Guarantor” (i) unconditionally assumes Trustee, all the obligations of that Subsidiary Guarantor such Subsidiary, if any, under its Note Guarantee, this Indenture, Guarantee and shall have by written agreement confirmed that its obligations under the Security Documents (as applicable), and the Intercreditor Agreement shall continue to be in effect and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, agrees to shall 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 Lien on the Collateral owned pledged by or transferred to such surviving PersonGuarantor, 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or of jurisdictions; or; (2) Immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Net Proceeds resulting, surviving or transferee Person as a result of such sale or other disposition are applied in accordance with transaction as having been issued by such Person at the applicable provisions time of this Indenturesuch transaction), including without limitation, Section 4.10 hereofno Default shall have occurred and be continuing; and (c3) the Issuer shall have delivered Company delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (Guaranty Agreement, if any) comply , complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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 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. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(11), (2) and (b)(23) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into one of the Parent, the Issuer Issuers or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof(a) The Parent Guarantor will not, no Subsidiary Guarantor may sell directly or indirectly sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, or consolidate with or merge with or into (whether or not such Subsidiary the Parent Guarantor is the surviving Person) another Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (1) either: (a) the Parent Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the Cayman Islands, the European Union, Singapore, the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Parent Guarantor under the Notes, the Indenture, the Guarantee, the Registration Rights Agreement and the Subordination Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) eitherExcept as otherwise provided in Section 7 hereof, no Subsidiary Guarantor that is a Significant Subsidiary will, and the Issuer will not permit any Subsidiary Guarantor that is a Significant Subsidiary to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless: (1) subject to Section 10.05 hereof, either: (a) such Subsidiary Guarantor is the Person acquiring the property in any such sale surviving corporation; or disposition or (b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the “Successor laws of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Singapore, the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor” (i) unconditionally or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of that such Subsidiary Guarantor under its Note Guaranteethe Notes, this the Indenture, the Security Documents (as applicable)Guarantee, the Intercreditor Registration Rights Agreement, the Subordination Agreement and any other applicable Approved Intercreditor Agreement, the Pledge of Intercompany Note pursuant to agreements reasonably satisfactory to the Trustee and (ii) to the 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 owned 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; orTrustee; (23) the Net Proceeds immediately after such transaction, no Default or Event of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofDefault exists; and (c4) with respect to the consolidation, or merger of, or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of a Subsidiary Guarantor that is a Significant Subsidiary, the Issuer would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least US$1.00 of additional Indebtedness pursuant to Section 4.09 of the Indenture; provided, however that the provisions of this Section 6 shall have delivered not apply if such Subsidiary Guarantor is released from its Guarantee pursuant to the Trustee an Officer’s Certificate and an Opinion Section 7 hereof as a result of Counsel, each stating that such consolidation, merger merger, sale or transfer and such supplemental indenture other disposition. (if anyc) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indentureagreements, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Guarantee endorsed upon the Note Guarantees Notes and the due and punctual performance of all of the covenants and conditions of this the Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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 Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the 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 hereofof the Indenture, and notwithstanding clauses (b)(1a) and (b)(2b) in the first paragraph of this Section 10.04above, nothing contained in this Indenture the Indenture, the Guarantee or in any of the Notes will prevent (1) a merger of the Issuer or a Guarantor, as the case may be, with an Affiliate solely for the purpose of reincorporating or reorganizing the Issuer or a Guarantor, as the case may be, in another jurisdiction, provided such jurisdiction is a jurisdiction listed in Section 6(b)(1) hereof, or (2) any consolidation or merger merger, or any sale, assignment, transfer, conveyance, lease or other disposition of a Subsidiary Guarantor with assets between or into the Parent, among the Issuer and the Guarantors or another Subsidiary Guarantor, between or will prevent any sale or conveyance of among the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorGuarantors.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary A Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or will not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (ai) the successor or purchaser (if other than the Issuer or another Guarantor) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia; (ii) the successor or purchaser (if other than the Issuer or another Guarantor) expressly assumes such Guarantor’s obligations on its Guarantee under a supplemental indenture and the performance or observance of every covenant of the Guarantor under this Indenture; (iii) immediately after giving effect to the transaction and treating any Debt which becomes the Guarantor’s or any of its Subsidiaries’ obligation as a result of such transaction as having been incurred by such Guarantor or such Subsidiary at the time of such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereofDefault, the Person acquiring the property in any such sale and no event which, after notice or disposition lapse of time or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor” (i) unconditionally assumes all the obligations both, would become an Event of that Subsidiary Guarantor under its Note GuaranteeDefault, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (civ) the Issuer shall have delivered Guarantor delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating compliance with the requirements of the preceding clauses (i), (ii) and (iii), and, to the extent that such consolidationthe preceding clause (ii) is applicable, merger or transfer and such to the effect that the applicable supplemental indenture has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor or purchaser (if any) comply subject to customary enforceability exceptions). Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of a Guarantor substantially as an entirety to any Person in accordance with this Indenture. In case of any Section 10.3, the successor formed by such consolidationconsolidation or into or with which such Guarantor is merged or to which such sale, mergerconveyance, sale transfer or conveyance and upon the assumption by the Successor Guarantorlease is made shall succeed to, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary for, such Guarantor with the same effect as if it had been named herein as a Subsidiary GuarantorGuarantor herein; and the predecessor shall be automatically and unconditionally released from all obligations under this Indenture and the Securities provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee. 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. Except as set forth in Articles 4 and 5 Article V hereof, and notwithstanding clauses (b)(1i), (ii), (iii) and (b)(2iv) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will shall prevent any sale sale, conveyance, transfer or conveyance lease of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 10.05 hereof4.16) will not, no Subsidiary and the Company will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, any Person other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person entity formed by or surviving any such consolidation or merger (if other than the “Successor Guarantor” ) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (i2) unconditionally such entity assumes (a) by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of that Subsidiary the Guarantor under its Note Guaranteethe Guarantee and (b) by amendment, this Indenture, the Security Documents supplement or other instrument (as applicable), the Intercreditor Agreement in form and any other applicable Approved Intercreditor Agreement, pursuant to agreements substance satisfactory to the Trustee and (iithe Collateral Agent) executed and delivered to the extent required by Trustee and subject to the limitations set forth in Collateral Agent, all obligations of the Guarantor under the Security DocumentsAgreement, agrees to and in connection therewith shall cause such amendments, supplements or and other instruments to be executed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned by or transferred to such surviving Personthe Surviving Entity, 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 Uniform Commercial Code of the relevant states or jurisdictions; orstates; (23) the Net Proceeds immediately after giving effect to such transaction, no Default or Event of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofDefault shall have occurred and be continuing; and (c4) immediately after giving effect to such transaction and the Issuer shall have delivered to use of any net proceeds therefrom on a pro forma basis, the Trustee an Officer’s Certificate and an Opinion Company could satisfy the provisions of Counsel, each stating that such consolidation, Section 5.01(2). Any merger or transfer consolidation of (i) a Guarantor with and such supplemental indenture into the Company (if anywith the Company being the surviving entity) or another Guarantor that is a Wholly Owned Subsidiary of the Company need only comply with this Indenture. In case clause (4) of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantor5.01.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no each Subsidiary Guarantor may sell will not, and the Issuers will not permit a Subsidiary Guarantor to, consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or consolidate with or permit any Person to merge with or into it (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Issuers or another any Subsidiary Guarantor), unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists;will have occurred and be continuing, and (b2) either: (1A) subject to Section 10.05 hereofsuch Subsidiary Guarantor shall be the continuing Person, the Person acquiring the property in any such sale or disposition or the Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger (the “Successor Guarantor” into which such Subsidiary Guarantor is merged or that acquired or leased its property and assets (i) unconditionally assumes all shall be a corporation or limited liability company organized and validly existing under the obligations laws of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and United States of America or any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee jurisdiction thereof and (ii) shall expressly assume, by supplemental indenture, executed and delivered to the extent required by Trustee, all of its obligations on the Subsidiary Guarantee and subject to under this Indenture and the limitations set forth in the Notes Security Documents; provided that: (i) such Subsidiary Guarantor or the surviving entity, agrees to cause as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Liens Lien of the Notes Security Documents on the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving Personentity; (ii) the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity, together as applicable, shall (A) constitute Collateral under this Indenture and the Notes Security Documents; (B) be subject to the Priority Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens; and (iii) the property and assets of the Person which is merged or consolidated with or into such financing statements Subsidiary Guarantor or comparable documents the surviving entity, as applicable, to the extent that they are property or assets or of the types which would constitute Collateral under the Notes Security Documents, shall be treated as After-Acquired Property and such Subsidiary Guarantor or the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Lien of the Notes Security Documents in the manner and 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 jurisdictionsthis Indenture; or (2B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, transaction is not prohibited by Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture (including any supplement to any Notes Security Document if required in connection with such transaction) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that in giving such opinion such counsel may rely on an Officers’ Certificate as to compliance with Section 11.04(1) and as to any matters of fact. In such event, the Person formed by such consolidation or merger will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and its Subsidiary Guarantee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04foregoing, nothing contained in this Indenture or in any of the Notes notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the an Issuer or another Subsidiary Guarantor, or will prevent any sale sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the an Issuer or another Subsidiary Guarantor. Notwithstanding the foregoing, the Parent shall not merge or consolidate with or transfer all of its assets to, an Issuer or any Restricted Subsidiary if an Issuer or any Restricted Subsidiary will become an issuer or other obligor on the Existing Convertible Notes or any Indebtedness that is incurred to refinance, replace, renew or refund the Existing Convertible Notes (in whole or in part, on one or more occasions and from time to time).

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.05 hereof10.04 and Section 4.11) will not, no Subsidiary and the Company will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another any Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture in form attached hereto as Exhibit F, executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture and (b) by amendment, supplement or other instrument executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; and (3) immediately after giving effect to such transaction, no Default or Event of Default exists;shall have occurred and be continuing. This Section 10.04 will not apply to: (a) any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or; or (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as or the Company with an entirety Affiliate organized solely for the purpose of reincorporating such Guarantor or substantially as an entirety to the Parent, Company in another jurisdiction in the Issuer United States or another Subsidiary Guarantorany state thereof or the District of Columbia.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no Subsidiary the Company will not permit any Guarantor may sell to dissolve or liquidate nor consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving entity), convert into another form of entity, continue in another jurisdiction, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets toproperties and assets, in one or consolidate with more related transactions, to any Person (other than to or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, ) unless: (a1) the Person formed by or surviving such consolidation, merger, conversion or continuation (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or disposition is made (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized immediately prior to such transaction, or under the laws of the United States, any state of the United States or the District of Columbia; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture, the Security Documents, Registration Rights Agreement and its Note Guarantee pursuant to a supplemental indenture, appropriate modifications (if necessary) to the Security Documents and Note Guarantee; (3) no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such transaction, no Default transaction or Event series of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofrelated transactions; and (c4) the Issuer shall Company will have delivered to the Trustee a certificate from an Officer’s Certificate Authorized Officer and an Opinion of Counsel, each stating that such consolidationconsolidation or merger, merger conversion or transfer continuation, or sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (indenture, Security Documents, Registration Rights Agreement and Note Guarantee, if any) , comply with this IndentureIndenture and the Security Documents and that all conditions precedent provided for in this Indenture and the Security Documents relating to such transaction have been complied with; or (b) the transaction does not violate the covenant described under Section 4.12. In case of any such consolidation, consolidation or merger, sale conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.045, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary Guarantor of the Partnership 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 Subsidiary Guarantor is the surviving Person) ), another Person, other than the Issuer, the Parent either Issuer or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists;; and (b2) either: (1a) subject to Section 10.05 hereof, either (i) the Guarantor is the surviving Person or (ii) the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the “Successor Guarantor” (i) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the Security Documents (as applicable)Collateral Trust Agreement, the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee other Security Documents and (ii) to its Note Guarantee on the extent required by and subject to the limitations terms 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 owned 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 jurisdictionstherein; or (2b) the Net Proceeds of such sale or other disposition are applied in accordance transaction complies with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Partnership or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in Such successor Person thereupon may cause to be signed any or all of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any 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 prevent any consolidation or merger 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 a Subsidiary Guarantor with or into this Indenture as though all of such Note Guarantees had been issued at the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary (a) No Guarantor may shall 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 Subsidiary Guarantor is the surviving Person) ), another Person, Person (other than the Issuer, the Parent Company or another Subsidiary Guarantor), unless: (ai) immediately after giving effect to such transactiontransaction or series of related transactions, no Default or Event of Default exists; (bii) either: either (1) subject to Section 10.05 hereof, such Guarantor is the surviving Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor), or to which such sale or other disposition is made (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor” (i”) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the its Subsidiary Guarantee and any Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, to which such Guarantor is a party pursuant to agreements a supplemental indenture substantially in the form of Annex B hereto or other documents or instruments in form reasonably satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations on terms set forth in therein, or (2) such transaction or series of related transactions complies with the Security Documentsprovisions of Section 4.10; (iii) if applicable, agrees to cause the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law Applicable Law to preserve and protect the Liens Lien of the Security Documents on the any Collateral owned or transferred to such Successor Guarantor; (iv) any Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents the Successor Guarantor shall (1) continue to the extent required by constitute Collateral under this Indenture 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 (2) be subject to a first-priority Lien in favor of the Net Proceeds Collateral Agent for the benefit of such sale or the Holders of the Notes and (3) not be subject to any Lien other disposition are applied in accordance with than Liens securing the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofNotes; and (cv) the Issuer shall have delivered property and assets of the Person which is merged or consolidated with or into any Successor Guarantor, to the Trustee an Officer’s Certificate extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property, and an Opinion the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to a first-priority Lien in favor of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture the Collateral Agent for the benefit of the Holders of the Notes. (if anyb) comply with this Indenture. In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex B hereto, of the Note Guarantees Subsidiary Guarantee of, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by by, the Subsidiary applicable Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary such Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 IV and 5 hereofV, and notwithstanding clauses (b)(1) and (b)(2) the restrictions described in the first paragraph of this Section 10.04foregoing clause (a), nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) The Company shall not permit any Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or to consolidate with or merge with or into (whether or not such the Subsidiary Guarantor is the surviving Person) another Personcorporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Issuer, the Parent Company or another Subsidiary Guarantor, ) unless: (ai) immediately after giving effect to if such transactionentity remains a Subsidiary Guarantor, no Default or Event of Default exists; (b) either: (1) subject to Section 10.05 hereofthe resulting, the surviving or transferee Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor” ”) 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, the District of Columbia or any other territory thereof; (i2) unconditionally the Successor Guarantor, if other than such Subsidiary Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, all the obligations of that such Subsidiary Guarantor under its Note the Subsidiary Guarantee, this the Indenture, the Security Collateral Documents (as applicable), ) and the Intercreditor Agreement and any other applicable Approved Intercreditor Agreementand, pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth in the Security DocumentsAgreement, agrees to shall 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 Lien on the Collateral owned by or transferred to such surviving Personthe Successor Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the Security DocumentsAgreement, 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; or (23) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (4) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of CounselOfficers’ Certificate, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; (ii) if such transaction constitutes an Asset Sale, the transaction is made in compliance with the covenant under Section 4.10 (it being understood that only such portion of the Net Proceeds as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time), to the extent applicable; (iii) the Collateral owned by or transferred to the Subsidiary Guarantor or the surviving guarantor entity, as applicable, shall (1) continue to constitute Collateral under the Indenture and the Collateral Documents, (2) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustees and the Holders of the Notes, and (3) not be subject to any Lien other than Permitted Liens; or (iv) the property and assets of the Person which is merged or consolidated with or into the Subsidiary Guarantor or the surviving guarantor entity, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Subsidiary Guarantor or the surviving guarantor entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture. . (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Subsidiary Guarantee of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the a Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the a Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. All the Subsidiary Guarantees of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees of the Notes theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees of the Notes had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 hereofArticle Five, and notwithstanding clauses (b)(1i) and (b)(2ii) in the first paragraph of this Section 10.0410.04(a), nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a any Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a any Subsidiary Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists; (b) either: (1i) subject to Section 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 “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, Guarantee and this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, Indenture pursuant to agreements a supplemental indenture in form reasonably satisfactory to the Trustee and (ii) to the 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 owned 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 jurisdictionsTrustee; or (2ii) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, transactions does not violate Section 4.10 hereof; and (c) if the Issuer Person formed by or surviving any such consolidation or merger, if applicable, is a Restricted Subsidiary of the Company, then such Person shall have delivered 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 Trustee Parity Liens in the manner and to the extent required under the Note Documents and shall deliver an Officer’s Certificate opinion 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 an Opinion of Counselrecorded, each stating that such consolidationas applicable, merger or transfer and such supplemental indenture (if any) comply with this Indentureother matters as the Trustee or Collateral Trustee, as applicable, may reasonably request. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in Such successor Person thereupon may cause to be signed any or all of the first paragraph notations of this Section 10.04, nothing contained in this Indenture or in any 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 prevent any consolidation or merger 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 a Subsidiary Guarantor with or into this Indenture as though all of such Note Guarantees had been issued at the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 hereof9.06, no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person, Person other than the Issuer, the Parent Company or another Subsidiary GuarantorGuarantor unless, unless: (a) 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 all 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; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate occurred and an Opinion of Counselbe continuing. The Surviving Guarantor shall succeed to, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for for, and may exercise every right and power of such Guarantor under the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary GuarantorIndenture. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding clauses the foregoing, any Guarantor may (b)(1i) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b)(2ii) merge with an Affiliate of the Company solely for the purpose of reincorporating or reorganizing the Guarantor in the first paragraph United States, any state thereof, the District of this Section 10.04, nothing contained in this Indenture Columbia or in any of territory thereof or (iii) convert into a Person organized or existing under the Notes will prevent any consolidation or merger laws of a Subsidiary Guarantor with or into jurisdiction in the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary GuarantorUnited States.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereofEach Guarantor will not, no Subsidiary and the Company will not cause or permit any Guarantor may to, 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), any Person other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (a) immediately after giving effect to such that transaction, no Default or Event of Default exists;; and (b) either: (1) subject to Section 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 “Successor Guarantor” Guarantor or the Company): (i) unconditionally is a Person organized and existing under the laws of the United States of America or any state thereof or the District of Columbia; and (ii) assumes all the obligations of that Subsidiary such Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement Indenture and any other applicable Approved Intercreditor Agreement, Collateral Documents to which such Guarantor is a party pursuant to agreements satisfactory to the Trustee and (ii) to the extent required by and subject to the limitations set forth a supplemental indenture substantially in the Security Documentsform of Exhibit G hereto and in connection therewith shall execute and deliver such other agreements, agrees to cause such amendments, supplements or other instruments and Uniform Commercial Code financing statements to be executed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve continue the validity and protect enforceability, and perfect or continue the Liens perfection, of the Note Lien created under the Collateral Documents on the Note Collateral owned 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 (2) in the Net Proceeds case of any such sale or other disposition are applied in accordance (including by way of any such consolidation or merger), such sale or disposition complies with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof4.16; and (c) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case the consummation of any such consolidation, merger, sale sale, assignment, transfer, conveyance or conveyance and upon other disposition and, if such an assumption is required in connection with such transaction, such assumption, complies with the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained that all conditions precedent in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety relating to the Parent, the Issuer or another Subsidiary Guarantorsuch transaction have been satisfied.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary each Guarantor may sell will not, and the Company will not cause or permit any Guarantor to, amalgamate or consolidate with or merge with or into any Person or sell, assign, transfer, lease, 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 Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (a1) the entity formed by or surviving any such amalgamation, consolidation or merger (if other than such Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States or any State or territory thereof or the District of Columbia or such other jurisdiction as such Guarantor was organized or existing under; (2) such entity (if other than such Guarantor) assumes by supplemental indenture all of the obligations of the Guarantor on its Note Guarantee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (c4) the Issuer Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationamalgamation, consolidated, merger, sale, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any amalgamation, merger or transfer and such supplemental indenture consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (if anywith the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with this IndentureSection 5.01(a)(4). In case of any such amalgamation, consolidation, merger, sale sale, assignment, transfer, or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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 IV and 5 V hereof, and notwithstanding clauses (b)(1clause 10.04(1) and (b)(2) in the first paragraph of this Section 10.04above, nothing contained in this Indenture or in any of the Notes will prevent any amalgamation, consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale sale, assignment, transfer, or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 10.05 hereof4.16) will not, no Subsidiary and the Company will not cause or permit any Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, any Person other than the Issuer, the Parent Company or another Subsidiary Guarantor, any other Guarantor unless: (1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia; (2) such entity assumes (a) by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of the Guarantor under the Guarantee and, to the extent applicable, the Intercreditor Agreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and, to the extent applicable, the Intercreditor Agreement, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement shall have occurred and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofcontinuing; and (c4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of Section 5.01(2). Any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor or the Company need only comply with (A) clause (4) of Section 5.01 and (B) in the case of a merger or consolidation involving (x) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion Company as described in clause (ii) above, clause 1(b)(y) of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing contained 5.01 and (y) in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property case of a Guarantor as an entirety or substantially as an entirety to the Parentdescribed in clause (ii) above, the Issuer or another Subsidiary Guarantorclause (2) of this Section 10.04.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no Subsidiary the Company will not permit any Guarantor may sell to dissolve or liquidate nor consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving entity), convert into another form of entity, continue in another jurisdiction, or (except in connection with a Permitted Pipeline Sale) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets toproperties and assets, in one or consolidate with more related transactions, to any Person (other than to or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent Company or another Subsidiary Guarantor, ) unless: (a1) the Person formed by or surviving such consolidation, merger, conversion or continuation (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or disposition is made (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized immediately prior to such transaction, or under the laws of the United States, any state of the United States or the District of Columbia; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and the Security Documents and its Note Guarantee pursuant to a supplemental indenture, appropriate modifications (if necessary) to the Security Documents and Note Guarantee; (3) no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such transaction, no Default transaction or Event series of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereofrelated transactions; and (c4) the Issuer shall Company will have delivered to the Trustee a certificate from an Officer’s Certificate Authorized Officer and an Opinion of Counsel, each stating that such consolidationconsolidation or merger, merger conversion or transfer continuation, or sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (and Security Documents and Note Guarantee, if any) , comply with this IndentureIndenture and the Security Documents and that all conditions precedent provided for in this Indenture and the Security Documents relating to such transaction have been complied with; or (b) the transaction does not violate the covenant described under Section 4.12. In case of any such consolidation, consolidation or merger, sale conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. 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, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.045, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary Guarantor of the Partnership 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 Subsidiary Guarantor is the surviving Person) ), another Person, other than the Issuer, the Parent either Issuer or another Subsidiary Guarantor, unless: (a1) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists;; and (b2) either: (1a) subject to Section 10.05 hereof, either (i) the Guarantor is the surviving Person or (ii) the Person acquiring the property properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the “Successor Guarantor” (i) unconditionally assumes assumes, pursuant to a supplemental indenture or such other supplements or joinders to the Security Documents and Intercreditor Agreement, all the obligations of that Subsidiary Guarantor under its Note Guaranteethe Notes, this Indenture, the Security Documents (as applicable)Collateral Trust Agreement, the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee other Security Documents and (ii) to its Note Guarantee on the extent required by and subject to the limitations terms 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 owned 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 jurisdictionstherein; or (2b) the Net Proceeds of such sale or other disposition are applied in accordance transaction complies with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and. (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Partnership or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantees Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in Such successor Person thereupon may cause to be signed any or all of the first paragraph of this Section 10.04, nothing contained in this Indenture or in any 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 prevent any consolidation or merger 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 a Subsidiary Guarantor with or into this Indenture as though all of such Note Guarantees had been issued at the Parent, the Issuer or another Subsidiary Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Parent, the Issuer or another Subsidiary Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 10.05 hereof11.5(a), no Subsidiary 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 Subsidiary Guarantor is the surviving Person) another Person; or (2) sell, other than the Issuerassign, the Parent transfer, convey, lease or another Subsidiary Guarantor, otherwise dispose of all or substantially all of its properties or assets; unless: (a) immediately after giving effect to such transaction, no Default Guarantor is the surviving corporation; or Event of Default exists; (b) either: (1) subject to Section 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 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” ”); (i2) unconditionally the Successor Guarantor (if other than such Guarantor) assumes all the obligations of that Subsidiary such Guarantor under its Note the Guarantee, this Indenture, Indenture and the Security Documents (as applicable), the Intercreditor Registration Rights Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements reasonably satisfactory to the Trustee and (ii) to the 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 owned 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; orTrustee; (23) 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, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantorsuccessor Person, by a supplemental indenture, executed and delivered, together with an Opinion of Counsel to the effect that such 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 Note Guarantees Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Subsidiary Guarantor, such Successor Guarantor will successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as set forth the Guarantees theretofore and thereafter issued in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in accordance with the first paragraph terms of this Section 10.04, nothing contained in this Indenture or in any as though all such Guarantees had been issued at the date of the Notes will prevent any consolidation execution hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or merger other disposition was made by the Company in accordance with the provisions of a Subsidiary Guarantor with or into the Parentthis Indenture, including without limitation Section 4.10, the Issuer Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee Notwithstanding the foregoing, any Guarantor (A) may consolidate with, merge into or another Subsidiary Guarantorsell, assign, transfer, convey, lease or will prevent any sale otherwise dispose of all or conveyance part of the property of a Guarantor as an entirety or substantially as an entirety its properties and assets to the ParentCompany or to another Guarantor or (B) dissolve, the Issuer liquidate or another Subsidiary Guarantorwind up its affairs if at that time it does not hold any material assets.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer, the Parent or another Subsidiary Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; (b) either: (1) subject to Section 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 (the “Successor Guarantor” (i) unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents (as applicable), the Intercreditor Agreement and any other applicable Approved Intercreditor Agreement, pursuant to agreements satisfactory to the Trustee and (ii) to the 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 owned 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 (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof; and (c) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by a supplemental indenture, of the Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (b)(1) and (b)(2) in the first paragraph of this Section 10.04, nothing Nothing contained in this Indenture or in any of the Notes will Securities shall prevent any amalgamation, consolidation or merger of a Subsidiary Guarantor with or into the Parent, the Issuer Company or another Subsidiary Guarantor, Guarantor or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the ParentCompany or another Guarantor, which amalgamation, consolidation, merger, sale or conveyance is otherwise in accordance with the terms of this Indenture. (b) Other than as set forth in paragraph (a) of this Section, no Guarantor may amalgamate, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person or convey, sell, assign, transfer, lease or otherwise dispose of its properties or assets substantially as an entirety to any other Person whether or not affiliated with such Guarantor unless: (i) subject to the provisions of Section 13.09, the Issuer Person formed by or another Subsidiary surviving such consolidation or merger (if other than such Guarantor) or to which such properties and assets are transferred assumes all of the obligations of such Guarantor under this Indenture and its Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and is a corporation, partnership, limited liability company or trust duly organized and validly existing under the laws of Canada or any province thereof or the United States, any state thereof, or the District of Columbia, (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (c) immediately after giving effect to such transaction, the Person formed by or surviving such amalgamation, consolidation or merger (if other than such Guarantor) or to which such properties and assets are transferred could incur at least US$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 10.10.