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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), 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 any Person unless: (1) the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Issuer”); (2) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) the Successor Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.10, or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; (5) if the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; (b) The Successor Issuer will succeed to, and be substituted for the Issuer under this Indenture and the Notes. Notwithstanding clauses (3) and (4) above, (1) the Issuer or any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to any Person unless: (1) (i) the Issuer is the surviving corporation Person or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the United States, any state thereof, thereof or the District of ColumbiaColumbia (in each of (i) and (ii), or any territory thereof (such Person, as the case may be, being herein called the “Successor Issuer”); (2) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form and substance reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter period,Applicable Measurement Period. (A) the Successor Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.10, the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock” or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio the Fixed Charge Coverage Ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; (5) if in the Successor Issuer is not the Issuercase of clause (1)(ii) above, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this the Indenture and the Notesnotes; and (6) in the case of clause (1)(ii) above, the Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture;the Indenture and an Opinion of Counsel stating that the Indenture and Guarantee, as applicable, constitute legal, valid, binding and enforceable obligations of the Issuer or Successor Issuer, as applicable. (b) The Successor Issuer will succeed to, and be substituted for for, the Issuer, under this Indenture and the Notes and the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes. . (c) Notwithstanding clauses (3) and (4) above,of Section 5.01(a): (1) the Issuer or any Restricted Subsidiary may consolidate with, merge into or transfer sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer or any Guarantor or, in the case of a Restricted Subsidiary that is not a Guarantor; and, any Restricted Subsidiary; (2) the Issuer may consolidate or merge with or into or transfer all or substantially all its properties and assets to an Affiliate incorporated or organized solely for the purpose of reincorporating the Guarantor or reorganizing the Issuer in another State jurisdiction within the laws of the United States so long as States, any state thereof or the amount District of Indebtedness of Columbia; and (3) the Issuer Transactions and the Restricted Subsidiaries is not increased therebyall transactions in connection therewith shall be permitted.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (1) the Issuer is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor IssuerCompany”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor IssuerCompany, if other than the Issuer, expressly assumes all the obligations Obligations of the Issuer under this Indenture and the Notes Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter periodApplicable Measurement Period, (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to under the Fixed Charge Coverage Ratio test set forth in the first paragraph provisions of Section 10.1010.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Issuer Company, as applicable) and the its Restricted Subsidiaries would be equal to or greater than such ratio for the Fixed Charge Coverage Ratio of the Issuer and the its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction;; and (5) the Issuer or, if applicable, the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger amalgamation, sale, assignment, transfer, lease, conveyance or transfer disposition and such supplemental indenturesindentures or other documents or instruments, if any, comply with this Indenture;. (b) The Successor Issuer will Company shall succeed to, and be substituted for for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding clauses anything to the contrary in this Section 8.01 and Section 8.02, the consummation of the Merger shall be permitted under this Indenture with the only requirement under this Section 8.01 being that, after consummation of the Merger, (3x) Nationstar expressly assumes all the Obligations of Merger Sub under this Indenture and each series of the Initial Notes and (4y) above, each of the Subsidiary Guarantors unconditionally guarantees, on a joint and several basis, all of Nationstar’s Obligations under this Indenture and each series of the Initial Notes by executing and delivering a supplemental indenture (the “Completion Date Supplemental Indenture”) substantially in the form set forth in Exhibit A. The Assumption shall be pursuant to the Completion Date Supplemental Indenture. Notwithstanding anything to the contrary in Section 1.03 and this Section 8.01 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection with the execution and delivery of the Completion Date Supplemental Indenture. This Article Eight shall not apply to (1) any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the Issuer or any and its Restricted Subsidiary may consolidate withSubsidiaries, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) a merger, consolidation or amalgamation of the Issuer may merge with or into an Affiliate incorporated of the Issuer, solely for the purpose of reincorporating the Guarantor Issuer in the United States, any state thereof or the Issuer in another State District of the United States so long as the amount of Indebtedness of the Issuer Columbia or any territory thereof, and the Restricted Subsidiaries is not increased thereby(3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may shall not amalgamate or consolidate with or merge with into any other corporation or into convey, transfer or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of lease its properties or and assets in one or more related transactions, substantially as an entirety to any Person other Person, unless: (1) the corporation formed by such amalgamation or consolidation or into which the Issuer is the surviving corporation merged or the Person formed which acquires by conveyance or surviving any such consolidation transfer, or merger which leases, the properties and assets of the Issuer substantially as an entirety (if other than the Issuer) (a) shall be a corporation, partnership, company or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person trust organized or and validly existing under the laws of Canada or any province thereof or the United StatesStates of America, any state thereof, thereof or the District of ColumbiaColumbia and (b) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Outstanding Securities, all other amounts payable by the Issuer under this Indenture, and the performance and observance of every covenant of this Indenture on the part of the Issuer to be performed or any territory thereof (such Person, as the case may be, being herein called the “Successor Issuer”)observed; (2) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning no Event of the applicable four-quarter period, (A) the Successor Issuer Default, and no event which, after notice or lapse of time or both, would be permitted to incur at least $1.00 become an Event of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.10, or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; (5) if the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall applyDefault, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notesoccurred or be continuing; and (63) the Issuer shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indentures, indenture (if any, ) comply with this Indenture; (b) The Successor Issuer will succeed to, Article and be substituted that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to a merger or consolidation in which the Issuer under this Indenture is not the surviving corporation and the Notes. Notwithstanding clauses (3) to conveyances, leases and (4) above, (1) transfers by the Issuer as transferor or any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased therebylessor.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (1) the Issuer is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof Columbia (such Person, as the case may be, being herein called the “Successor IssuerCompany”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor IssuerCompany, if other than the Issuer, expressly assumes all the obligations Obligations of the Issuer under this Indenture and the Notes Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter periodApplicable Measurement Period, (A) the Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to under the Fixed Charge Coverage Ratio test set forth in the first paragraph provisions of Section 10.1010.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Issuer Company, as applicable) and the its Restricted Subsidiaries would be equal to or greater than such ratio for the Fixed Charge Coverage Ratio of the Issuer and the its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction;; and (5) the Issuer or, if applicable, the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each each, as applicable, stating that such merger, consolidation, merger amalgamation, sale, assignment, transfer, lease, conveyance or transfer disposition and such supplemental indenturesindentures or other documents or instruments, if any, comply with this Indenture;. (b) The Successor Issuer will Company shall succeed to, and be substituted for for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding clauses (3) and (4) above, This Article Eight shall not apply to (1) any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the Issuer or any and its Restricted Subsidiary may consolidate withSubsidiaries, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) a merger, consolidation or amalgamation of the Issuer may merge with or into an Affiliate incorporated of the Issuer, solely for the purpose of reincorporating the Guarantor Issuer in the United States, any state thereof or the Issuer in another State District of the United States so long as the amount of Indebtedness of the Issuer Columbia, and the Restricted Subsidiaries is not increased thereby(3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless: (1) the Issuer is the surviving corporation Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing under the laws of the United States, any state thereof, or territory thereof or the District of Columbia, Columbia (the Issuer or any territory thereof (such Person, as the case may be, being herein called the “Successor IssuerCompany”); provided that in the case where the Successor Company of the Issuer is not a corporation, a co-issuer of the Notes is a corporation; (2) the Successor Issuer, Company (if other than the Issuer, ) expressly assumes all of the obligations of the Issuer under this Indenture and the Notes Notes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction transaction, no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter periodApplicable Measurement Period, (A) the Successor Issuer Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in under the first paragraph provisions of Section 10.1010.11(a), or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries Applicable Measurement Period immediately after such transaction would be equal to or greater than such ratio the Fixed Charge Coverage Ratio of the Issuer for the Issuer and the Restricted Subsidiaries Applicable Measurement Period immediately prior to such transaction;; and (5) if the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Issuer Company shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, merger amalgamation, sale, assignment, transfer, lease, conveyance or transfer disposition and such supplemental indenturesindentures or other documents or instruments, if any, comply with this Indenture;. (b) The Successor Issuer will Company shall succeed to, and be substituted for for, the Issuer under this Indenture and the Notes and the Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding clauses (3Section 8.01(a)(3) and (4) above), (1) the Issuer or any Restricted Subsidiary may merge, consolidate with, merge or amalgamate with or into or transfer sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Issuer or a Guarantorany Restricted Subsidiary; and (2) the Issuer may merge merge, consolidate or amalgamate with or into an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guarantor Issuer in the United States, any state or territory thereof or the Issuer in another State District of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased therebyColumbia.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may not shall not, in a single transaction or a series of related transactions, (i) consolidate or merge into Level 3 Parent or permit Level 3 Parent to consolidate with or merge into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign(ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Level 3 Parent. Additionally, the Issuer shall not, in a single transaction or a series of its properties or assets in one or more related transactions, (i) consolidate with or merge into any other Person or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons (other than to an Issuer Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor at the time of such transfer, sale, lease, conveyance or disposition or to Level 3 Parent so long as Level 3 Parent is a Guarantor), unless: (1) in a transaction in which the Issuer is not the surviving corporation Person or in which the Issuer transfers, sells, leases, conveys or otherwise disposes of all or substantially all of its assets to any other Person, the successor entity is organized under the laws of the United States of America or any State thereof or the Person formed District of Columbia and shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of the Issuer’s obligations under this Indenture; (2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or surviving the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, the Issuer (or the successor entity) could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 908 (or the ratio tested thereunder would be no higher than immediately prior to giving effect to such transaction); (4) if, as a result of any such consolidation transaction, Property of the Issuer (or merger (if other than the Issuersuccessor entity) or any Issuer Restricted Subsidiary would become subject to which such a Lien prohibited by the provisions of Section 910, the Issuer or the successor entity to the Issuer shall have secured the Securities as required by said covenant; (5) in the case of a transfer, sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized of all or existing under the laws substantially all of the United States, any state thereof, the District assets of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Issuer”); (2) the Successor Issuer, if other than the Issuer, expressly assumes such assets shall have been transferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the obligations provisions of the Issuer under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, (A) the Successor Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.10, or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; (5) if the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notesparagraph; and (6) Level 3 Parent and the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger merger, transfer, sale, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenturesindenture, if any, comply complies with this Indenture;Article and that all conditions precedent to such transaction herein have been complied with. (b) The Successor Issuer will succeed to, shall at all times own all the issued and be substituted for the Issuer under this Indenture and the Notes. Notwithstanding clauses (3) and (4) above, (1) the Issuer or any Restricted Subsidiary may consolidate with, merge into or transfer all or part outstanding Capital Stock of its properties and assets to the Issuer or a Guarantor; and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased therebyLevel 3 LLC.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer may not shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person or Persons or permit any other Person to consolidate with or merge into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign(ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any other Person or Persons (other than to a Restricted Subsidiary that is or becomes a Guarantor at the time of such transfer, sale, lease, conveyance or disposition), unless: (1) in a transaction in which the Issuer is not the surviving corporation Person or in which the Person formed by Issuer transfers, sells, leases, conveys or surviving otherwise disposes of all or substantially all of its assets to any such consolidation or merger (if other than Person, the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made successor entity is a Person organized or existing under the laws of the United States, States of America or any state thereof, State thereof or the District of ColumbiaColumbia and shall expressly assume, or any territory thereof (such Personby a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, as all of the case may be, being herein called the “Successor Issuer”)’s obligations under this Indenture; (2) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer under this Indenture (or the successor entity) or a Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trusteebe continuing; (3) immediately after such transaction no Default or Event of Default exists; (4) immediately after giving pro forma effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or a Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the time of the transaction, as if such transaction had occurred at the beginning of Issuer (or the applicable four-quarter period, (Asuccessor entity) the Successor Issuer would be permitted to incur could Incur at least $1.00 of additional Indebtedness Priority Debt pursuant to Section 909 (or the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 10.10, or (B) the Fixed Charge Coverage Ratio for the Successor Issuer and the Restricted Subsidiaries ratio tested thereunder would be equal to or greater no higher than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to giving effect to such transaction); (4) if, as a result of any such transaction, Property of the Issuer (or the successor entity) or any Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Section 910, the Issuer or the successor entity to the Issuer shall have secured the Notes as required by said covenant; and (5) if the Successor Issuer is not the Issuer, each Guarantor, unless it is the other party to the transactions described above, in which case Section 8.02(2) below shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and (6) the Issuer shall have has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger merger, transfer, sale, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenturesindenture, if any, comply complies with this Indenture; (b) The Successor Issuer will succeed to, Article Seven and be substituted for the Issuer under this Indenture and the Notes. Notwithstanding clauses (3) and (4) above, (1) the Issuer or any Restricted Subsidiary may consolidate that all conditions precedent to such transaction herein have been complied with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (2) the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby.