Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Borrower will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1A) the Borrower is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer Borrower under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsLoan Documents; (2B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3C) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 7.03(a), or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio of the Borrower and its Restricted Subsidiaries would not be lower higher than it was immediately prior to giving effect to such transaction; (D) to the extent any assets of the Person which is merged or consolidated with or into the Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Borrower or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Collateral Documents in the manner and to the extent required in this Agreement or the applicable Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Collateral Documents; and (4E) the Issuer or, if applicable, the Successor Company Administrative Agent and Revolver Agent shall have delivered to the Trustee received all documentation and the Collateral Agent an Officer’s Certificate other information required by regulatory authorities under applicable “know your customer” and an Opinion of Counsel, each stating that such consolidation, merger or transfer anti-money laundering rules and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of factregulations, including as to satisfaction of Section 4.1(a)(2) and (3)without limitation the USA PATRIOT Act reasonably requested by the Lenders. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.[Reserved] (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower under the Notesthis Agreement, this Indenture and the Notes Collateral Documents, but Borrower will automatically and unconditionally be released and discharged from its obligations under this Agreement (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentslease). (d) [Reserved]. (e) Notwithstanding any other provision of this Section 4.1(a)(2)7.04, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer Borrower may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer Borrower may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerBorrower, reincorporating the Issuer Borrower in another jurisdiction, or changing the legal form of the IssuerBorrower, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Borrower or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Borrower and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (ef) No Guarantor may:The foregoing provisions (other than the requirements of Section 7.04(a)(B)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower. (1g) Subject to certain limitations described herein governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) (A) the other Person is the Issuer Borrower or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together becomes a Guarantor concurrently with such financing statements transactions; or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its GuaranteeGuarantee of the Secured Obligations, this Indenture Agreement and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Documents; and

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral applicable Security Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company or the Issuer would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be lower higher than it was immediately prior to giving effect to such transaction; and; (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the NotesNotes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture and the Notes Collateral Documents, but (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentslease). (d) Notwithstanding any other provisions of this Section 4.1(a)(2)4.1, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2a Guarantor, (ii) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (e) No Guarantor may:The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (1f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together becomes a Guarantor concurrently with such financing statements transactions, or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andSecurity Documents;

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transactiontransaction and any related financing, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than Exception; (4) each Subsidiary Guarantor (unless it was immediately prior is the other party to giving effect the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such transactionSuccessor Company’s obligations in respect of this Indenture and the Notes; and (45) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture indentures (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.15.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) Company. Notwithstanding the foregoing, the sale, conveyance, assignment, transfer or other disposition of assets of any Subsidiary in connection with a Qualified Receivables Transaction that complies with the other provisions of this Indenture shall not constitute the sale, conveyance, assignment, transfer or other disposition of all or substantially all the assets of the Company or such Subsidiary for purposes of this Section 5.01. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notesthis Indenture, this Indenture and the Notes Collateral Documentsbut, but in the case of a lease of all or substantially all its assets, the predecessor company Company will not be released from its obligations under the obligation to pay the principal of and interest on the Notes, this Indenture or . Notwithstanding the Notes Collateral Documents. preceding clause (d) Notwithstanding Section 4.1(a)(23), (3w) and the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (4x) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Company, (y) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer Company in another jurisdictionjurisdiction and (z) the Company may consolidate with, merge with or changing into or transfer all or part of its properties and assets to a Subsidiary Guarantor. In addition, the legal form of the Issuer. (e) No Company will not permit any Subsidiary Guarantor may: (1) to consolidate with or merge with or into any Person, or Person (2other than another Subsidiary Guarantor or the Company) sell, conveyand will not permit the conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, the assets of any Subsidiary Guarantor to any Person, or Person (3other than another Subsidiary Guarantor or the Company) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assumes assume, by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the such Subsidiary Guarantor under its Note Guarantee, this Indenture and the Notes Collateral Documents ; (b) immediately after giving effect to such transaction (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may be required to perfect treating any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Indebtedness that becomes an obligation of the relevant states resulting, surviving or jurisdictiontransferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; andand (c) the Company will 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 comply with this Indenture; or (2) the transaction is made in compliance with Section 4.15.

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will Midwest shall not consolidate with or merge with any other Person (unless it is the surviving entity) or into or conveysell, transfer or lease otherwise dispose of all or substantially all of its assets, assets in one or more related a series of transactions, unless (i) no Lease Event of Default shall have occurred and be continuing prior to any Personand after giving effect to such merger, unless: consolidation or sale, (1ii) the resultingentity resulting from such consolidation, surviving such merger or transferee Person to whom such assets are transferred shall (the “Successor Company”a) will be a Person corporate entity (including a limited liability company) organized and existing under the laws of the United States of America, any State of the United States state thereof or the District of Columbia Columbia, and the Successor Company (if not the Issuerb) will expressly assume, by supplemental indenture pursuant to this Indenture, executed and delivered an agreement reasonably acceptable to the other Lease Financing Parties, each obligation of Midwest under the Operative Documents, (iii) the Owner Participant shall have received an opinion reasonably satisfactory to it from a nationally recognized tax counsel selected by the Owner Participant and reasonably acceptable to Midwest to the effect that such consolidation, merger or sale of assets would not result in any material indemnified, or any unindemnified, incremental tax risk to the Owner Participant, (iv) the Owner Participant and, so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Collateral AgentPass Through Trustee, in form shall have received an opinion of counsel reasonably satisfactory to each such Person (y) with respect to the Trustee agreement referred to in the immediately preceding clause (ii) (b) and the Collateral Agent(z) addressing other customary matters, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2v) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation A) while the Certificates are outstanding, the ratings of the applicable Successor Company Certificates shall be equal to or any Subsidiary greater than the ratings of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was Certificates immediately prior to giving effect to consummating such transaction; and transaction and (4B) if the Issuer or, if applicableCertificates are no longer outstanding, the Successor Company credit rating of the long-term senior unsecured indebtedness of Midwest or any successor or surviving entity shall be equal to or greater than the credit rating of the long-term senior unsecured indebtedness of Midwest immediately prior to consummating such transaction and, (vi) for as long as the NRG Guarantee and NRG OP Guarantee are in effect, NRG shall have delivered written affirmations of its obligations thereunder to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead beneficiaries of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerguarantees. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (provided that the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer of the Notes under this Indenture) and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents Documents, the Ally Intercreditor Agreement, the other Intercreditor Agreements (as applicable) and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsthis Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able after giving pro forma effect to Incur such Successor Company’s Incurrence of at least an additional $1.00 of Indebtedness pursuant additional Indebtedness, the Fixed Charge Coverage Ratio of such Successor Company and its Restricted Subsidiaries would be greater than 1.00 to Section 3.2(a) 1.00 or (iib) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Corporate Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and; (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above; and (5) to the extent the Company is then a Grantor and any assets of the Person which is merged, consolidated or amalgamated with or into the Successor Company are assets of the type which would constitute Collateral under the Notes Collateral Documents, the Successor Company will take such action to cause such property and assets to be made subject to the Lien of the Notes Collateral Documents in the manner and to the extent required in this Indenture or any of the Notes Collateral Documents and shall take all action so that such Lien is perfected to the extent required by the Notes Collateral Documents. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assetsAlly Intercreditor Agreement, the predecessor company will not be released from its obligations under the Notes, other Intercreditor Agreements (as applicable) and this Indenture or the Notes Collateral DocumentsIndenture. (dc) Notwithstanding Section 4.1(a)(2), the preceding clauses (3a)(2) and (4a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the IssuerCompany or a Guarantor and (iii) any non-Guarantor Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other non-Guarantor Restricted Subsidiary. Notwithstanding Sections 4.1(a)(2the preceding clauses (a)(2) and (3a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing . (d) The foregoing provisions (other than the legal form requirements of clause (a)(2)) shall not apply to the Issuercreation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, ; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person, ; or (3) permit any Person to merge with or into the such Guarantor, unless: (i) the other Person is the Issuer Company or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)transaction; or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee, the Notes Collateral Documents, the Ally Intercreditor Agreement, the other Intercreditor Agreements (as applicable) this Indenture Indenture; and (iii) immediately after giving effect to the transaction, no Event of Default has occurred and is continuing; or (4) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; or (5) to the extent the Person was a Grantor and any assets of the Person which is merged, consolidated or amalgamated with or into the successor Guarantor are assets of the type which would constitute Collateral under the Notes Collateral Documents, the successor Guarantor shall take such action as to cause such property and assets to be made subject to the Lien of the Notes Collateral Documents (in the manner and to the applicable Person extent required in this Indenture or any of the Notes Collateral Documents and shall cause take all action so that such amendments, supplements and other instruments Lien is perfected to be executed, filed and recorded in such jurisdictions as may be the extent required by applicable law the Notes Collateral Documents. Notwithstanding any other provision of this covenant, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to preserve another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, and protect the Liens on the Collateral owned by (c) convert into a corporation, partnership, limited partnership, limited liability company or transferred to such Person, together with such financing statements trust organized or comparable 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 existing under the Uniform Commercial Code or other similar statute or regulation laws of the relevant states or jurisdiction); andjurisdiction of organization of such Guarantor.

Merger and Consolidation. (a) The Issuer will ACNielsen may not consolidate engage in any Business Combination with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1a) either (i) ACNielsen shall be the resultingcontinuing corporation and the Persons who were ACNielsen stockholders immediately prior to transaction or series of transactions continue to hold more than 50% of the Voting Stock of the continuing corporation upon consummation of such transaction or series of transactions, surviving or transferee (ii) (A) such Person and such Person's Parent, if any, (the “Successor Company”x) will shall be a Person corporation, partnership or trust organized and validly existing under the laws of the United States of America, or any State of the United States thereof or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) shall duly execute and deliver a consent to jurisdiction in substantially the resultingform of Schedule C hereto, surviving or transferee (B) such Person and, if such Person has a Parent, such Parent shall expressly assumes assume all of the ACNielsen's obligations of the Guarantor under its Guaranteehereunder, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 C) such Person, together or such Person's Parent, if any, shall be included with such financing statements or comparable documents as may be required ACNielsen for purposes of determining the ACN Maximum Amount and (D) in the event clause (ii)(y) is applicable, a certificate signed by ACNielsen's Chief Executive Officer and by its General Counsel is delivered to perfect any security interests in such Collateral which may be perfected by each of Cognizant and D&B at least 30 days prior to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation consummation of the relevant states proposed transaction which certifies that the consent to jurisdiction contemplated by such clause (ii)(y) has been executed and will take effect on the consummation of such transaction and which certificate attaches thereto a duly executed copy of such consent to jurisdiction; (b) immediately after such transaction or jurisdiction)each element of such series, ACNielsen and its Subsidiaries or such Person, or such Person's Parent, if any, and its Subsidiaries shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of ACNielsen and its Subsidiaries immediately prior to such transaction or element; andand (c) such transaction or series of transactions is permitted under Section 3.4 below.

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assetsSubsidiaries, taken as a whole, in one or more related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assumeassumes, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, this Indenture Indenture, the Security Documents and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIntercreditor Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 4.09(a), or (iiB) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Coverage Ratio of the Company is equal to or greater than the Consolidated Coverage Ratio of the Company immediately before such transaction; (4) if the Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and (45) the Issuer orCompany shall have delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, to the effect that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if applicableheld by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) expressly assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, the Successor Security Documents and the Intercreditor Agreement; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee and the Collateral Agent 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; or (2) the transaction will result in the release of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee after and upon compliance with Section 10.04. (c) Notwithstanding the preceding clause (3) of Section 5.01(a), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (y) the Company may merge with an Opinion Affiliate incorporated solely for the purpose of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed reincorporating the Company in another jurisdiction; and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each caseprovided further that, in form satisfactory the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to the Trustee and Company, the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as Company will not be required to any matters of fact, including as to satisfaction comply with the preceding clause (5) of Section 4.1(a)(2) and (35.01(a). (bd) For purposes Upon any consolidation of this Section 4.1the Company with, or merger of the saleCompany into, lease, any other Person or any conveyance, assignment, transfer, transfer or other disposition lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basisCompany in accordance with Section 5.01(a), shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company, under the Notes, this Indenture with the same effect as if such successor Person has been named as the Company herein, and the Notes Collateral Documentsthereafter, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not Person shall be released from its the obligation to pay the principal of and interests on the Notes and all other covenants and obligations under the Notes, this Indenture or the Notes Collateral DocumentsIndenture. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transactiontransaction and any related financing, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than Exception; (4) each Subsidiary Guarantor (unless it was immediately prior is the other party to giving effect the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such transactionSuccessor Company’s obligations in respect of this Indenture and the Notes; and (45) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture indentures (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.15.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) Company. Notwithstanding the foregoing, the sale, conveyance, assignment, transfer or other disposition of assets of any Subsidiary in connection with a Qualified Receivables Transaction that complies with the other provisions of this Indenture shall not constitute the sale, conveyance, assignment, transfer or other disposition of all or substantially all the assets of the Company or such Subsidiary for purposes of this Section 5.01. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notesthis Indenture, this Indenture and the Notes Collateral Documentsbut, but in the case of a lease of all or substantially all its assets, the predecessor company Company will not be released from its obligations under the obligation to pay the principal of and interest on the Notes, this Indenture or . Notwithstanding the Notes Collateral Documents. preceding clause (d) Notwithstanding Section 4.1(a)(23), (3v) and the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (4w) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Company or a Subsidiary Guarantor, (x) and (3) (which do any Restricted Subsidiary that is not apply to the transactions referred to in this sentence), the Issuer a Subsidiary Guarantor may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer Company in another jurisdictionjurisdiction and (z) the Company may consolidate with, merge with or changing into or transfer all or part of its properties and assets to a Subsidiary Guarantor. In addition, the legal form of the Issuer. (e) No Company will not permit any Subsidiary Guarantor may: (1) to consolidate with or merge with or into any Person, or Person (2other than another Subsidiary Guarantor or the Company) sell, conveyand will not permit the conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, the assets of any Subsidiary Guarantor to any Person, or Person (3other than another Subsidiary Guarantor or the Company) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assumes assume, by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the such Subsidiary Guarantor under its Note Guarantee, this Indenture and the Notes Collateral Documents ; (b) immediately after giving effect to such transaction (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may be required to perfect treating any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Indebtedness that becomes an obligation of the relevant states resulting, surviving or jurisdictiontransferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; andand (c) the Company will 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 comply with this Indenture; or (2) the transaction is made in compliance with Section 4.15.

Merger and Consolidation. (a) The Issuer Parent Guarantor will not consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assetsassets to, in one or more related transactions, to any Person, unless: (1) either (i) the Parent Guarantor is the surviving or continuing Person or (ii) the resulting, surviving or transferee Person Person, if not the Parent Guarantor (the “Successor CompanyParent Guarantor”) will ), shall be a Person organized and or existing under the laws of Australia or any State thereof, the United States of AmericaStates, any State of the United States thereof or the District of Columbia Columbia, and the Successor Company Parent Guarantor (if not the IssuerParent Guarantor) will shall own, directly or indirectly, all of the outstanding Capital Stock of the Issuer and shall expressly assume, by a supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in a form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Parent Guarantor under the Notes, its Note Guarantee, this Indenture and the Notes Collateral Documents (Security Documents, and the applicable Person Successor Parent Guarantor shall cause such amendments, supplements and 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 for the benefit of the Notes owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsParent Guarantor; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Parent Guarantor or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company Parent Guarantor or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Consolidated Coverage Ratio of the Successor Company Parent Guarantor would be able to Incur at least an additional $1.00 of Indebtedness pursuant 2.0 to Section 3.2(a) 1.0 or (ii) the Fixed Charge Successor Parent Guarantor would have a Consolidated Coverage Ratio would not be lower less than it was the Consolidated Coverage Ratio immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company Parent Guarantor shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion that all conditions precedent to such consolidation, merger or transfer have been met; provided, however, that clause (3) of Counsel stating that such supplemental indenture this paragraph (if anya) has been duly authorizedwill not be applicable to (A) a Restricted Subsidiary consolidating with, executed merging into or transferring all or part of its properties and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory assets to the Trustee Parent Guarantor or (B) the Parent Guarantor merging with an Affiliate of the Parent Guarantor solely for the purpose and with the Collateral Agent); provided that sole effect of reincorporating the Parent Guarantor in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) another jurisdiction. For purposes of this Section 4.1Article 5, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerParent Guarantor (either alone or together with assets held by the Parent Guarantor), which properties and assets, if held by the Issuer Parent Guarantor instead of such SubsidiariesSubsidiaries (together with such assets held by the Parent Guarantor), would constitute all or substantially all of the properties and assets of the Issuer Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) Parent Guarantor. The Successor Company Parent Guarantor (if not the Parent Guarantor) will be the successor to the Parent Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent Guarantor under this Indenture, the Notes, this Indenture its Note Guarantee and the Notes Collateral DocumentsSecurity Documents and the predecessor Parent Guarantor, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not shall be released from its obligations under the obligation to pay the principal of and interest on the Notes, this Indenture or the Notes Collateral Documents. (db) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do The Issuer will not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, all or substantially all its assetslease, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all its assets to, any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) either (A) the other Person Issuer is the surviving or continuing Person or (B) the resulting, surviving or transferee Person, if not the Issuer (the “Successor Issuer”), shall be organized or existing under the laws of Australia or any Restricted Subsidiary that is a Guarantor (State thereof, the United States, any State thereof or the District of Columbia, and the applicable Person Successor Issuer (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, the Indenture and the Security Documents, and the Successor Issuer shall cause such amendments, supplements and 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 for the benefit of the Notes owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); orSuccessor Issuer; (ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer as a result of such transaction as having been Incurred by such Successor Issuer at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, either (i) the Consolidated Coverage Ratio would be at least 2.0 to 1.0 or (ii) the Consolidated Coverage Ratio immediately following such transaction is not less than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and that all conditions precedent to such consolidation, merger or transfer have been met; and (v) each Note Guarantor, unless it is party to the transactions described above, shall have by supplemental indenture, confirmed that its Note Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; provided, however, that clause (iii) will not be applicable to (A) a Restricted Subsidiary of the Parent Guarantor consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction. The Successor Issuer (if not the Issuer) will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and the Issuer, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (c) No Note Guarantor (other than the Parent Guarantor) will consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets to any Person unless: (1) either (xi) a such Note Guarantor is the surviving or continuing Person or (yii) the resulting, surviving or transferee Person, if not such Note Guarantor (the “Successor Note Guarantor”), shall be organized or existing under the laws of the jurisdiction under which such Note Guarantor was organized or under the laws of Australia or any State thereof, the United States, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) shall expressly assumes assume by a Guarantee Agreement all of the obligations of the Guarantor such Note Guarantor, if any, under its Guarantee, this Indenture Note Guarantee and the Notes Collateral Security Documents (and the applicable Person Successor Note Guarantor shall cause such amendments, supplements and 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 for the benefit of the Notes and Note Guarantee owned by or transferred to such PersonSuccessor Note Guarantor; provided, together with such financing statements or comparable documents as may be required to perfect any security interests however, that the foregoing shall not apply in such Collateral which may be perfected by the filing case of a financing statement Note Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale or disposition of Equity Interest or a similar document under the Uniform Commercial Code sale of all or other similar statute substantially all assets or regulation (y) that, as a result of the relevant states sale or jurisdictiondisposition of all or a portion of its Equity Interests, ceases to be a Subsidiary, in both cases, if in connection therewith the Issuer provides an Officers’ Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.11 in respect of such disposition; (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 resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, complies with this Indenture and that all conditions precedent to such consolidation, merger or transfer have been met. The Successor Note Guarantor (if not the Issuer) will be the successor to such Note Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Note Guarantor and its Note Guarantee, and the predecessor Note Guarantor, except in the case of a lease, shall be released from its obligations under its Note Guarantee and this Indenture. Notwithstanding any other provision of this Section 5.01, other than in relation to the Parent Guarantor (1) a Note Guarantor may merge or consolidate with an Affiliate solely for the purpose and with the sole effect of reincorporating such Note Guarantor in another jurisdiction without regard to compliance with clause (2) above, and (2) a Note Guarantor may merge or consolidate with, or transfer all or part of its properties and assets to, another Note Guarantor or the Issuer.

Merger and Consolidation. (a) The Issuer will shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral applicable Security Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company or the Issuer would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be lower higher than it was immediately prior to giving effect to such transaction; and; (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the NotesNotes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture and the Notes Collateral Documents, but (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentslease). (d) Notwithstanding any other provisions of this Section 4.1(a)(2)4.1, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2a Guarantor, (ii) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (e) No Guarantor may:The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (1f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together becomes a Guarantor concurrently with such financing statements transactions, or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andSecurity Documents;

Merger and Consolidation. (a) The Issuer will not consolidate Neither Covenant Party may engage in any Business Combination with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1a) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unlesseither: (i) the other Person is Covenant Party shall be the Issuer or any Restricted Subsidiary that is a Guarantor (continuing corporation and the applicable Person shall cause Persons who were such amendments, supplements and 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 Covenant Party’s stockholders immediately prior to such Person, together with such financing statements or comparable documents as may be required Business Combination continue 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 Uniform Commercial Code or other similar statute or regulation hold more than 50% of the relevant states or jurisdiction)combined voting power of the Voting Stock of the continuing corporation upon consummation of such Business Combination; or (ii) (A) either such Person and such Person’s Parent, if any, (x) shall be a Guarantor is corporation, partnership or trust organized and validly existing under the continuing Person laws of the United States or any State thereof or the District of Columbia or (y) shall duly execute and deliver to each of the resultingD&B Parties and IMS a consent to jurisdiction in the form set forth in Exhibit 3.3(A) hereto and (B) such Person and such Person’s Parent, surviving or transferee Person if any, shall expressly assumes assume, by an instrument of assumption in the form set forth in Exhibit 3.3(B) hereto executed and delivered to each of the D&B Parties and IMS, all of the VNU Parties’ obligations of hereunder; (b) immediately after the Guarantor under Business Combination, the Covenant Party and its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Subsidiaries or transferred to such Person, together with or such financing statements Person’s Parent, if any, and its Subsidiaries shall have a Consolidated Net Worth equal to or comparable documents as may be required greater than the Consolidated Net Worth of such Covenant Party and its Subsidiaries immediately prior to perfect any security interests in such Collateral which may be perfected by Business Combination; (c) the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Covenant Party shall have delivered to each of the relevant states or D&B Parties and IMS (i) an Officer’s Certificate stating that such Business Combination complies with this Agreement and (ii) an Officer’s Certificate and an opinion of reputable outside counsel, each stating that such consent to jurisdiction), in the event clause (a)(ii)(A)(y) is applicable, and such instrument of assumption, in the event clause (a)(ii)(B) is applicable, constitute legal, valid and binding obligations of such Person and such Person’s Parent, if any, enforceable in accordance with their terms; andand (d) such Business Combination is permitted under Section 3.4 below.

Merger and Consolidation. (a) The Issuer will not consolidate with or merge Lessee shall not, during the Term, enter into any merger with or into or consolidation with, or sell, convey, transfer, lease or otherwise dispose of in one or a series of transactions all or substantially all of its assets as an entirety to any Person, unless the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: of the assets of the Lessee as an entirety (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person domestic corporation organized and existing under the laws of the United States of America, or any State of the United States or States, (ii) is a Citizen of the District United States, (iii) is a Section 1110 Person, so long as such status is a condition to the availability of Columbia and the Successor Company Section 1110, (iv) if not the IssuerLessee, executes a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Owner Trustee and Owner Participant, containing an effective assumption of all of the Lessee's, as applicable, obligations hereunder and under the other Operative Agreements, and each other document contemplated hereby or thereby and delivers such instrument to the Owner Participant and the Owner Trustee, (v) will expressly assume, by supplemental indenture to this Indenture, executed and provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee and the Collateral AgentOwner Participant, in form which opinion shall be reasonably satisfactory to the Trustee Owner Participant, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition and the Collateral Agentinstrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions FAA as may be required by applicable law pursuant to preserve and protect the Liens on the Collateral owned by part A of subtitle VII of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code to evidence such merger or transferred to consolidation; PROVIDED THAT, no such Personmerger, together with such financing statements consolidation or comparable documents as may conveyance, transfer or lease shall 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and permitted if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (21) immediately after giving effect to such transaction (and treating any Indebtedness that becomes consolidation, merger, purchase, conveyance, transfer, lease or other disposition, an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; continuing or (32) the surviving Person in such transaction has a tangible net worth, as determined in accordance with generally accepted accounting principles immediately after giving effect following such transaction, of less than seventy-five percent (75%) of Lessee, as measured immediately prior to such transaction. Upon any consolidation or merger, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, transfer or other disposition lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be Lessee and the transfer of all or substantially all satisfaction of the properties and assets of conditions specified in this Section 4.02(e), the Issuer. (c) The Successor Company will successor corporation formed by such consolidation or into which the Lessee is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Lessee under the Notes, this Indenture Agreement and the Notes Collateral DocumentsLease and each other Operative Agreement and any other document contemplated hereby and thereby to which the Lessee is a party with the same effect as if such successor corporation had been named as the Lessee herein and therein. No such consolidation or merger, but in the case of a or sale, conveyance, transfer or lease of all or substantially all its assets, of the predecessor company will not be released assets of the Lessee as an entirety shall have the effect of releasing the Lessee or any successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) from its obligations liability hereunder or under the Notesother Operative Agreements. Nothing contained herein shall permit any lease, this Indenture sublease, or other arrangement for the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2)use, (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary operation or possession of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to Aircraft except in compliance with the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile applicable provisions of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the IssuerLease. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will not Pursuant to an agreement of merger or consolidation, the Trust, or any one or more Series, may, by act of a majority of the Board of Trustees, merge or consolidate with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1) the resulting, surviving business trusts or transferee Person (the “Successor Company”) will be a Person other business entities formed or organized and or existing under the laws of the United States of America, any State of Delaware or any other state or the United States or any foreign country or other foreign jurisdiction. Any such merger or consolidation shall not require the District vote of Columbia and the Successor Company (if not Shareholders affected thereby, unless such vote is required by the Issuer1940 Act, or unless such merger or consolidation would result in an amendment of this Declaration of Trust, which would otherwise require the approval of such Shareholders. In accordance with Section 3815(f) will expressly assumeof the DSTA, by supplemental indenture an agreement of merger or consolidation may affect any amendment to this Indenture, executed and delivered to Declaration of Trust or the Trustee and By-Laws or affect the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations adoption of a new declaration of trust or by-laws of the Issuer under Trust if the Notes, this Indenture and Trust is the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 surviving or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation resulting business trust. Upon completion of the relevant states merger or jurisdiction)consolidation, and if such Successor Company is not the Trustees shall file a corporation, a co-obligor certificate of merger or consolidation in accordance with Section 3810 of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation DSTA.A majority of the applicable Successor Company Board of Trustees may, without the vote or any Subsidiary consent of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)Shareholders, no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either cause (i) the applicable Successor Company would be able Trust to Incur at least an additional $1.00 convert to a common-law trust, a general partnership, limited partnership or a limited liability company organized, formed or created under the laws of Indebtedness the State of Delaware as permitted pursuant to Section 3.2(a) or 3821 of the DSTA; (ii) the Fixed Charge Coverage Ratio would not Shares of the Trust or any Series to be lower than it was immediately prior converted into beneficial interests in another business trust (or series thereof) created pursuant to giving effect to such transaction; and this Section 3 of this Article VIII, or (4iii) the Issuer orShares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; provided, however, that if required by the 1940 Act, no such statutory conversion, Share conversion or Share exchange shall be effective unless the terms of such transaction shall first have been approved at a meeting called for that purpose by the “vote of a majority of the outstanding voting securities,” as such phrase is defined in the 1940 Act, of the Trust or Series, as applicable; provided, further, that in all respects not governed by statute or applicable law, the Successor Company Board of Trustees shall have delivered the power to prescribe the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion procedure necessary or appropriate to accomplish a sale of Counsel, each stating that such consolidationassets, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against consolidation including the applicable Successor Company (in each case, in form satisfactory power to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of create one or more Subsidiaries separate business trusts to which all or any part of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiariesliabilities, would constitute all profits or substantially all losses of the properties Trust may be transferred and assets to provide for the conversion of Shares of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer Trust or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may be required to perfect any security Series into beneficial interests in such Collateral which may be perfected by the filing of a financing statement separate business trust or a similar document under the Uniform Commercial Code trusts (or other similar statute or regulation of the relevant states or jurisdictionseries thereof); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and.

Merger and Consolidation. (a) The Issuer Borrower will not consolidate with or merge with or into any other Person, or convey, transfer or lease all or substantially all its assets, in one or more related transactions, properties and assets to any another Person, unless: (1a) the resulting, Borrower is the continuing or surviving Person in the consolidation or transferee merger; or (b) the Person (if other than the “Successor Company”Borrower) will be formed by the consolidation or into which the Borrower is merged or to which all or substantially all of the Borrower’s properties and assets are transferred is a Person corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States of AmericaStates, any State of the United States state thereof or the District of Columbia Columbia, and the Successor Company (if not the Issuer) will expressly assumeassumes, by supplemental indenture a supplement to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentAgreement, all the obligations of the Issuer Borrower’s obligations under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;Agreement; and (2c) immediately after giving effect to such the transaction (and treating the Incurrence or anticipated Incurrence of any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been to be Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)in connection therewith, no Event of Default shall have occurred and be continuing;exists; and (3d) immediately after giving effect to such transaction, either (i) the applicable Successor Company continuing or surviving Person would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction9.01(a); and (4e) the Issuer or, if applicable, the Successor Company each Subsidiary Guarantor shall have by supplement to the Guaranty Agreement confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations (if other than the Borrower) in respect of this Agreement and the Notes and shall continue to be in effect; and (f) a certificate of a Responsible Officer is delivered to the Trustee and Administrative Agent to the Collateral Agent an Officer’s Certificate effect that the conditions set forth above have been satisfied and an Opinion opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) counsel reasonably acceptable to the Administrative Agent has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and Administrative Agent to the Collateral Agent); provided effect that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) the conditions set forth above have been satisfied. For purposes of the first paragraph of this Section 4.19.09, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerBorrower, which properties and assets, if held by the Issuer Borrower instead of such its Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. Borrower. Notwithstanding clauses (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2)above and clause (a)(ii) below, (3x) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) Borrower or another Restricted Subsidiary and (3y) (which do not apply to the transactions referred to in this sentence), the Issuer Borrower may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer Borrower in another jurisdiction; provided that, or changing in the legal form case of a Restricted Subsidiary that merges into the Issuer. Borrower, the Borrower will not be required to comply with clause (e) No above. The Borrower will not permit any Subsidiary Guarantor may: (1) to consolidate with or merge with or into any Person, or Person (2other than another Subsidiary Guarantor) sell, conveyand will not permit the conveyance, transfer or dispose of, lease of substantially all of the assets of any Subsidiary Guarantor (other than to another Subsidiary Guarantor) unless: (a) (i) the Person formed by the consolidation or into which the Subsidiary Guarantor merged or to which all or substantially all of the Subsidiary Guarantor’s properties and assets are transferred is a corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplement to the Guaranty Agreement, all the obligations of such Subsidiary Guarantor under its assetsSubsidiary Guarantee; (ii) immediately after the transaction and the Incurrence or anticipated Incurrence of any Indebtedness to be Incurred in connection therewith, in one transaction or a series no Event of related transactions, to any Person, or Default exists; and (3) permit any Person to merge with or into the Guarantor, unless: (iiii) the other Person is Borrower will deliver to the Issuer or any Restricted Subsidiary that is Administrative Agent a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing certificate of a financing statement or a similar document under Responsible Officer and an opinion of counsel reasonably acceptable to the Uniform Commercial Code or other similar statute or regulation of Administrative Agent, each to the relevant states or jurisdiction)effect that the conditions set forth above have been satisfied; or (ii) (A) either (x) a Guarantor is the continuing Person or (yb) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded transaction is made 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 Person, together compliance with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andSection 9.06.

Merger and Consolidation. (a) The Issuer will not Company may consolidate with or with, merge with or into into, or convey, transfer sell or lease convey all or substantially all its assetsof the Company’s assets to, in one any other corporation or more related transactions, to any Person, unlessentity if: (1a) (i) in the resultingcase of a merger, the Company is the surviving entity in such merger, or transferee Person (ii) in the “Successor Company”) will case of a merger in which the Company is not the surviving entity or in the case of a consolidation or a sale or conveyance of assets, the entity into which the Company is merged or the entity which is formed by such consolidation or which acquires by sale or conveyance all or substantially all of the assets of the Company shall be a Person corporation, association, company or business trust organized and existing under the laws of the United States of America, any or a State thereof and such successor entity shall expressly assume the due and punctual payment of the United States or principal of and any premium and interest on all the District of Columbia Securities, according to their tenor, and the Successor due and punctual performance and observance of all of the covenants under this Indenture and the Securities to be performed or observed by the Company (if not the Issuer) will expressly assume, by a supplemental indenture in form satisfactory to this Indenturethe Trustee, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause by such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsentity; (2b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at successor entity, as the time case maybe, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance or observance of any such transaction), no Event covenant and shall not immediately thereafter have outstanding (or otherwise be liable for) any indebtedness secured by a Mortgage not expressly permitted by the provisions of Default this Indenture or shall have occurred secured the Securities hereunder equally and be continuing; ratably with (3or prior to) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would any indebtedness secured by any Mortgage not be lower than it was immediately prior to giving effect to such transactionso permitted; and (4c) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3)successor entity. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Neither the Parent nor the Issuer will not shall consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of related transactions, directly or indirectly, all or substantially all of the properties and assets of it and its assetsSubsidiaries (determined on a consolidated basis) to, in one or more related transactions, to any other Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person an entity organized and existing under the laws of the Cayman Islands, the United States of America, any State of the United States thereof or the District of Columbia (provided that if such entity is not a corporation, a co-obligor of the Notes is a corporation), the Successor Company (if not the Parent or the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, all the obligations of the Parent or the Issuer, as applicable, under the Notes and this Indenture and shall assume by written agreement all of the obligations of the Parent or the Issuer, as applicable, under the Security Documents, and the Successor Company (if not the Parent or the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and or other instruments to be executed, filed and recorded in such jurisdictions jurisdiction as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned pledged by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur have a Consolidated Coverage Ratio that is either (a) at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer 2.00:1.00 or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, greater than or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets equal to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Consolidated Coverage Ratio calculated immediately prior to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andtransaction;

Merger and Consolidation. (a) The Neither the Parent Guarantor nor the Issuer will not consolidate with or merge with or into or conveyamalgamate or wind up into (whether or not it is the surviving Person), transfer or lease sell, lease, transfer, convey or otherwise dispose of all or substantially all its assets, assets in one or more related transactionstransactions to, to any Person, unless: (1) (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia Columbia; 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; and (B) the Successor Company (if not the Parent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture to this Indentureindenture, joinder or other documents or instruments, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Parent Guarantor or the Issuer, as the case may be, under this Indenture, the Notes, this Indenture the Priority Lien Security Documents, the Note Security Documents, the Junior Lien Security Documents, the Intercreditor Agreement, the Third Lien Intercreditor Agreement and the Notes Collateral Documents (relevant Guarantee, as applicable, and the applicable Person Successor Company shall cause such amendments, supplements and 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 Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; provided further that, notwithstanding the foregoing, the Parent Guarantor may consummate a Redomestication Transaction if all other conditions of this Section 4.1(a) are satisfied; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Coverage Ratio of the Parent Guarantor is equal to or greater than the Consolidated Coverage Ratio of the Parent Guarantor immediately before such transaction; (4) if the Successor Company of the Issuer is not the Issuer, each Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Guarantee shall continue to be in effect; and (5) the Parent Guarantor or the Issuer, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture (if any) comply with this Indenture; and (6) any Collateral owned by or transferred to the Successor Company formed by or surviving any such consolidation or merger or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made continues to constitute Collateral under the Indenture and the Note Security Documents, subject to the Liens on the Collateral securing Priority Obligations, except as permitted by the Indenture or the Note Security Documents. For purposes of this Section 4.1, the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of one or more Subsidiaries of the Parent Guarantor or the Issuer, as the case may be, which assets, if held by the Parent Guarantor or the Issuer instead of such Subsidiaries, would constitute all or substantially all of the assets of the Parent Guarantor or the Issuer, as applicable, on a consolidated basis, shall be deemed to be the disposition of all or substantially all of the assets of the Parent Guarantor or the Issuer, as applicable. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor or the Issuer, as the case may be, under this Indenture and the other Notes Documents; and its predecessor, except in the case of a lease of all or substantially all its assets, will be released from all obligations under this Indenture, the other Notes Documents, the Notes or the relevant Guarantee, as applicable. Notwithstanding Section 4.1(a)(3), (x) any Restricted Subsidiary may consolidate with, merge with or into, amalgamate or wind up into, or dispose of all or part of its assets to, the Parent Guarantor, and the Parent Guarantor may consolidate with, merge into, amalgamate or wind up into, or dispose of all or part of its assets to, the Issuer or a Subsidiary Guarantor and (y) the Parent Guarantor and the Issuer may merge with or into an Affiliate incorporated solely for the purpose of reorganizing the Parent Guarantor or the Issuer, as the case may be, in a State of the United States or the District of Columbia or other jurisdiction; provided that, in the case of a Restricted Subsidiary that consolidates with, merges with or into, amalgamates or winds up into or disposes of all or part of its properties and assets to the Parent Guarantor or the Issuer, the Parent Guarantor or the Issuer, as the case may be, will not be required to comply with the preceding Section 4.1(a)(5). (b) In addition, the Parent Guarantor will not permit any Subsidiary Guarantor to consolidate with, merge with or into, amalgamate or wind up into, and will not permit the disposition of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Parent Guarantor, the Issuer or another Subsidiary Guarantor) unless: (i) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any state of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under this Indenture, the Notes, the Priority Lien Security Documents, the Note Security Documents, the Junior Lien Security Documents, the Intercreditor Agreement, the Third Lien Intercreditor Agreement and the relevant Guarantee, as applicable, and the surviving Person 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 Lien on the Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), jurisdictions; and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company resulting, surviving or transferee Person or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company such Person or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing;; or (2) the transaction results in the release of the Subsidiary Guarantor from its obligations under this Indenture and its Guarantee after and in compliance with the provisions of Section 10.2 and (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall Parent Guarantor will have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3)Indenture. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will Company and each of the Issuers shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all Substantially All its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the United States of America, any State of the United States of America or the District of Columbia and the Successor Company (if not the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, under the Notes, this Indenture and the Notes Collateral applicable Security Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company or the Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or hereof, (iib) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company Issuers shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above; and (5) to the extent any assets of the Person that is the resulting, surviving or transferee Person in any such consolidation, merger or transfer are assets of the type which would constitute Collateral under the Security Documents, such Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, under the Notes, this Indenture Indenture, the applicable Security Documents and the Notes Collateral DocumentsFirst Lien Intercreditor Agreement, but in and the case of a lease of all or substantially all its assetsCompany, the predecessor company LLC Co-Issuer or the Corporate Co-Issuer, as applicable, will not automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture Indenture, the applicable Security Documents and the First Lien Intercreditor Agreement (except in the case of (x) a lease or the Notes Collateral Documents(y) a sale of less than all of its assets). (d) Notwithstanding Section 4.1(a)(2)any other provision herein, (3i) the Company and the Issuers may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (4ii) the Company, the LLC Co-Issuer or the Corporate Co-Issuer may consolidate or otherwise combine with or merge into an Affiliate organized or existing under the laws of the United States of America, any State of the United States of America or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of and reincorporating the Company, the LLC Co-Issuer or the Corporate Co-Issuer in another jurisdiction, or changing the legal form of the Company, the LLC Co-Issuer or the Corporate Co-Issuer, (which do not apply to transactions referred to in this sentence), iii) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Company or a Guarantor, (iv) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer any Restricted Subsidiary may consolidate or otherwise combine with or with, merge into an Affiliate incorporated or organized for transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the IssuerCompany and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (e) No Guarantor may:The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (1f) Subject to Section 10.2(b), no Guarantor (other than the Company) may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all Substantially All of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i1) (a) the other Person is the Company, an Issuer or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 transaction; or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Company, an Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Security Documents; and

Merger and Consolidation. (a) The Issuer will not None of the Issuers shall consolidate with or merge with or into into, or convey, transfer or lease all or substantially all of its assetsproperties and assets to, in any Person (other than a merger of a Restricted Subsidiary into an Issuer or another Restricted Subsidiary or a merger of one Issuer into another, a conveyance, transfer or more related transactionslease by a Restricted Subsidiary to an Issuer or another Restricted Subsidiary or a conveyance, transfer or lease by one Issuer to any Personanother), unless: (1a) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia Columbia, and the Successor Company (if not the such Issuer) will shall expressly assume, by a supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the such Issuer under the Notes, Securities and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2b) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Company, any other Issuer or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction transaction, as having been Incurred incurred by the applicable Successor Company or such Issuer or Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3c) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, lease or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Indenture; and

Merger and Consolidation. (a) The Neither the Parent Guarantor nor the Issuer will not consolidate with or merge with or into or wind up into (whether or not it is the surviving Person), or convey, transfer or lease all or substantially all its assets, assets in one or more related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Parent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Parent Guarantor or the Issuer, as the case may be, under this Indenture, the Notes, this Indenture and Securities or the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions Parent Guarantee as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsapplicable; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (iiB) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Coverage Ratio of the Parent Guarantor is equal to or greater than the Consolidated Coverage Ratio of the Parent Guarantor immediately before such transaction; (4) if the Issuer is not the Successor Company in any of the transactions referred to above that involve the Issuer, each Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Securities and that its Guarantee shall continue to be in effect; and (45) the Issuer orParent Guarantor or the Issuer, if applicableas the case may be, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerParent Guarantor, which properties and assets, if held by the Issuer Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent Guarantor or the Issuer, as the case may be, under the Notesthis Indenture; and its predecessor, this Indenture and the Notes Collateral Documents, but except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its all obligations under this Indenture, the Notes, this Indenture Securities or the Notes Collateral Documents. Parent Guarantee as applicable. Notwithstanding the preceding clause (d) Notwithstanding Section 4.1(a)(23), (3x) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its assets to the Parent Guarantor and the Parent Guarantor may consolidate with, merge into or transfer all or part of its assets to a Subsidiary Guarantor and (y) the Parent Guarantor may merge with an Affiliate incorporated solely for the purpose of reorganizing the Parent Guarantor in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence)Parent Guarantor, the Issuer may consolidate or otherwise combine will not be required to comply with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuerpreceding clause (5). (eb) No In addition, the Parent Guarantor may: (1) will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Personinto, or (2) sell, conveyand will not permit the conveyance, transfer or dispose of, lease of all or substantially all its assetsof the assets of any Subsidiary Guarantor to, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with (other than the Parent Guarantor or into the another Subsidiary Guarantor, ) unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assumes assume, by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee; and (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; or (2) the transaction is made in compliance with this Indenture Section 4.1(b) and the Notes Collateral Documents conditions described in Section 10.2 and (3) the Parent Guarantor will have delivered to the Trustee an Officers’ Certificate and the applicable Person shall cause an Opinion of Counsel, each stating that such amendmentsconsolidation, supplements merger, conveyance, transfer or lease and 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 Person, together supplemental indenture (if any) comply with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andthis Indenture.

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Securities and this Indenture and will expressly assume, by written agreement all the Notes obligations of the Company under the Collateral Documents (and the applicable Person Intercreditor Agreement and the Successor Company shall cause such amendments, supplements and 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 pledged by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions, and if such Successor Company is not in each case in a corporation, a co-obligor of form reasonably satisfactory to the Notes is a corporation organized or existing under such laws;Trustee; and (2) immediately after giving effect each Note Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such transaction (and treating any Indebtedness that becomes an obligation Person’s obligations in respect of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from Securities and shall have by written agreement confirmed that its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Documents and the applicable Person Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements and 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 pledged by such Note Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee. Parent will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless the resulting, surviving or transferee Person (the “Successor Parent”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia, the Successor Parent (if not the Parent) will expressly assume, by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent under its Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement and the Successor Parent 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 Lien on the Collateral pledged by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions, in each case in a form reasonably satisfactory to the Trustee. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Parent or the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Parent or the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Parent and the Company. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities or any obligation under the Collateral Documents and the Intercreditor Agreement. In addition, the Company will not permit any Subsidiary Guarantor to consolidate with, merge with or into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to another Subsidiary Guarantor) unless (a) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; or and (ii) (A) either (x) a Guarantor is the continuing Person or (yb) the resulting, surviving or transferee Person expressly assumes all of the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Guarantor Trustee under its Guaranteethe Securities, this Indenture Indenture, the Collateral Documents and the Notes Collateral Documents (Intercreditor Agreement and the applicable Person shall cause such amendments, supplements and 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 Personthe surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andjurisdictions in each case in a form reasonably satisfactory to the Trustee;

Merger and Consolidation. (a) The Issuer No Borrower will not consolidate with with, or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of an Approved Jurisdiction and the Successor Company (if not such Borrower) will expressly assume, by executing and delivering an joinder agreement in the form contemplated by Section 10.21(c) (Additional Parties) of this Agreement, to the Administrative Agent, in form satisfactory to the Administrative Agent, all the obligations of such Borrower under the Loan Documents to which it is a party, provided that, in the case of the Original Co-Borrower, it shall remain, or the Successor Company shall be, in all cases organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsColumbia; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (i) the applicable Company, any Permitted Affiliate Parent and the Restricted Subsidiaries, or such Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a)(1) or (iiB) the Fixed Charge Coverage Consolidated Net Leverage Ratio of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries (including such Successor Company) or such Successor Company would not be lower no greater than it was that of the Company and any Permitted Affiliate Parent immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Administrative Agent 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 this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Agreement; provided that in giving an Opinion of Counselsuch opinion, such counsel may rely on an Officer’s Certificate as to compliance with Section 5.01(a)(2) and Section 5.01(a)(3) above and as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transferNo Loan Party (other than a Borrower) will consolidate with, or other disposition of all merge with or substantially all of the properties and assets of one into, or more Subsidiaries of the Issuerconvey, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all transfer or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assetsassets to, the predecessor company will any Person, other than another Loan Party (other than in connection with a transaction that does not be released from its obligations under the Notes, this Indenture constitute an Asset Disposition or the Notes Collateral Documents. (d) Notwithstanding a transaction that is permitted by Section 4.1(a)(24.10), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor mayunless: (1) consolidate with immediately after giving effect to such transaction, no Default or merge with or into any Person, orEvent of Default shall have occurred and be continuing; and (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unlesseither: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one any Person (other than, as applicable, such mergers, conveyances, transfers, and leases occurring at or more related transactions, contemporaneously with the Effective Time pursuant to any Personthe Plan of Reorganization), unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation or limited liability company organized or formed, as the case may be, and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureor other documentation or instruments, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the NotesSecurities, this Indenture and Indenture, the Notes Collateral Documents (as applicable) and the applicable Person Intercreditor Agreement and shall cause such amendments, supplements and 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 Personthe Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i1) the applicable Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be able to Incur at least an additional $1.00 2.00 to 1.00; and (2) no Default or Event of Indebtedness pursuant to Section 3.2(a) Default will have occurred or (ii) the Fixed Charge Coverage Ratio be continuing or would not be lower than it was immediately prior to giving effect to occur as a consequence of such transaction; and; (4) unless the Issuer or, if applicable, Company is the Successor Company Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) and Section 11.2 shall apply) shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such by supplemental indenture (if any) comply with this Indenture and an Opinion confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from Securities and its obligations under the Notesthe, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Documents and the applicable Person Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements and 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 PersonSubsidiary Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions; orand (ii) (A) either (x) a Guarantor is the continuing Person or (y5) the resultingCompany shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, surviving each stating that such consolidation, merger or transferee Person expressly assumes transfer and such supplemental indenture (if any) comply with this Indenture and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement complies with the applicable provisions of this Indenture. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the obligations properties and assets of one or more Subsidiaries of the Guarantor under Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The predecessor Company (if not the Successor Company) shall be released from its Guaranteeobligations under, this Indenture and the Notes Successor Company will succeed to, be substituted for, and may exercise every right and power of the Company under this Indenture, the Collateral Documents (as applicable) and the applicable Person Intercreditor Agreement, but, in the case of a lease of all or substantially all of its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Securities and a Subsidiary Guarantor will not be released from its obligations under its Subsidiary Guarantee. The Successor Company shall cause such amendments, supplements and or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens Lien on the Collateral owned by or transferred to such Personthe Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionjurisdictions, provided that in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Securities. Solely for the purpose of computing amounts described in clause (i) of the definition of Excess Cash Flow for purposes of calculating permitted Restricted Payments under Section 3.5(a) hereof, the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; andprovided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clause (5).

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia and the Successor Company (if not the IssuerCompany) will shall expressly assume, by a supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, as applicable, in form satisfactory to the Trustee and the Collateral Agent, as applicable, all the obligations of the Issuer Company under the Notes, this Indenture Securities and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsNote Documents; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either (iA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.03(a) or (iiB) the Fixed Charge Consolidated Coverage Ratio would not be lower of the Successor Company is equal to or greater than it was the Consolidated Coverage Ratio of the Company immediately prior to giving effect to before such transaction; and; (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such sale, disposition, consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture Indenture; and (if any5) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company shall take such action (in each case, in form satisfactory or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Trustee Successor Company to be subject to the Liens securing the Notes Obligations in the manner and to the Collateral Agent)extent required under the Note Documents; provided provided, however, that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and clause (3). ) shall not be applicable to (bA) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction in the United States. For purposes of this Section 4.15.01, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) Company. The Successor Company will shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Notes Collateral other Note Documents, but and the predecessor Company, except in the case of a lease lease, shall be released from the obligation to pay the principal of and interest on the Securities. (b) Except in a transaction resulting in the release of a Subsidiary Guarantee of a Subsidiary Guarantor, the Company shall not permit any Subsidiary Guarantor to sell or otherwise dispose of all or substantially all of its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any (whether or not such Subsidiary Guarantor is the surviving Person, or ) another Person (2other than the Company or another Subsidiary Guarantor) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i1) the other Person is the Issuer immediately after giving effect to such transaction or any Restricted Subsidiary that is transactions, on a Guarantor pro forma basis (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may be required to perfect treating any security interests in such Collateral Indebtedness which may be perfected by the filing becomes an Obligation of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly as a result of such transaction as having been issued by such Person at the time of such transaction) no Default shall have occurred and be continuing; (2) the Person acquiring the assets in such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) (the “Successor Guarantor”) (A) shall be a Person organized and existing under the laws of the jurisdiction under which the Subsidiary was organized or under the laws of the United States of America, or any state thereof or the District of Columbia and (B) assumes all of the obligations of the Subsidiary Guarantor under its GuaranteeSubsidiary Guarantee (by a Guaranty Agreement), this Indenture and all Note Documents to which it is a party pursuant to agreements or instruments satisfactory in form to the Notes Collateral Documents Trustee; (and 3) the applicable Person Successor Guarantor, if applicable, shall cause take such amendments, supplements and other instruments action (or agree to be executed, filed and recorded in take such jurisdictions action) as may be required by applicable law reasonably necessary to preserve and protect the Liens on the cause any property or assets that constitute Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may the Successor Guarantor to be subject to the Liens securing the Notes Obligations in the manner and to the extent 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 Uniform Commercial Code Note Documents and shall deliver an Opinion of Counsel as to the enforceability of any amendments, supplements or other similar statute instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or regulation of the relevant states or jurisdiction); andCollateral Agent, as applicable, may reasonably request;

Merger and Consolidation. The Guarantor shall not, directly or indirectly: (ai) The Issuer will not consolidate with or merge with or into another Person (whether or conveynot the Guarantor is the surviving corporation) (ii) sell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its assetsSubsidiaries taken as a whole, in one or more related transactions, to any another Person, unless: or (1iii) the resultingconsummate a stock sale or other business combination (including without limitation, surviving a reorganization, recapitalization, spin-off or transferee scheme or arrangement) with another Person, whereby such other Person (the “Successor Company”) will be a Person organized and existing under the laws acquires more than 50% of the United States outstanding shares of AmericaCommon Stock; except that, any State the Company may merge with and into Guarantor, provided that Guarantor shall have assumed all of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer Company under the Notes, this Indenture the Note Purchase Agreement and other Note Documents, and shall have delivered to each Beneficiary evidence satisfactory to Required Holders and Collateral Agent (including without limitation, if requested by Required Holders, a legal opinion of Counsel to Guarantor) that the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments obligations of Company under the Note Documents are enforceable against Guarantor and that Collateral Agent continues to be executedhave, filed prior to the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), a Second Priority Lien on all Collateral and, after the Discharge of First Lien Obligations, a first priority Lien on all Collateral, and recorded in such jurisdictions as (z) subject to Section 5.18 of the Purchase Agreement, the Guarantor may be required by applicable law to preserve and protect the Liens on the Collateral owned by merge with or transferred to such into another Person, together with such financing statements or comparable documents as may provided that the surviving entity shall 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing in the United States, shall have assumed all of the obligations of the Guarantor hereunder and under the other Note Documents, and shall have delivered to each Beneficiary evidence satisfactory to Required Holders and Collateral Agent (including without limitation, if requested by Required Holders, a legal opinion of Counsel to the Guarantor) that the obligations of the Guarantor under the Note Documents are enforceable against such laws; (2) immediately Person and that Collateral Agent continues to, prior to the Discharge of First Lien Obligations, a Second Priority Lien on all Collateral and, after the Discharge of First Lien Obligations, a first priority Lien on all Collateral, and provided further that, after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)merger, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Securities and this Indenture and will expressly assume, by written agreement, all of the Notes obligations of the Company under the Registration Rights Agreement, the Collateral Documents (as applicable) and the applicable Person Intercreditor Agreement and shall cause such amendments, supplements and 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 Personthe Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either transaction and any related financing transactions, (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or ), or (iib) the Fixed Charge Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would not be lower greater than it was such ratio for the Company and its Restricted Subsidiaries immediately prior to giving effect to such transaction; and; (4) each Subsidiary Guarantor (unless it is the Issuer orother party to the transactions above, if applicable, the Successor Company in which case clause (1) shall apply) shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such by supplemental indenture (if any) comply with this Indenture and an Opinion confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from Securities and shall have by written agreement confirmed that its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence)Registration Rights Agreement, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Collateral Documents and the applicable Person Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements and 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 PersonSubsidiary Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions; orand (ii5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (Aif any) either comply with this Indenture. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The predecessor Company will be released from its obligations under this Indenture, and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the preceding clause (3), (x) a Guarantor is any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the continuing Person or Company and (y) the resultingCompany may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, surviving or transferee Person expressly assumes all in the case of a Restricted Subsidiary that merges into the obligations of Company, the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may Company will not be required to perfect any security interests in such Collateral which may be perfected by comply with the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionpreceding clause (4); and.

Merger and Consolidation. (a) The Neither the Parent Guarantor nor the Issuer will not consolidate with or merge with or into or conveywind up into (whether or not it is the surviving Person), transfer or lease sell, lease, transfer, convey or otherwise dispose of all or substantially all its assets, assets in one or more related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Parent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Parent Guarantor or the Issuer, as the case may be, under this Indenture, the Notes, this Indenture and Securities or the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions Parent Guarantee as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsapplicable; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transactiontransaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, either (iA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (iiB) the Fixed Charge Consolidated Coverage Ratio would not be lower of the Parent Guarantor is equal to or greater than it was the Consolidated Coverage Ratio of the Parent Guarantor immediately prior to giving effect to before such transaction; (4) if the Issuer is not the Successor Company in any of the transactions referred to above that involve the Issuer, each Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Securities and that its Guarantee shall continue to be in effect; and (45) the Issuer orParent Guarantor or the Issuer, if applicableas the case may be, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, conveyance or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerParent Guarantor, which properties and assets, if held by the Issuer Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Parent Guarantor on a consolidated basis, shall be deemed to be the transfer disposition of all or substantially all of the properties and assets of the Issuer. (c) Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent Guarantor or the Issuer, as the case may be, under the Notesthis Indenture; and its predecessor, this Indenture and the Notes Collateral Documents, but except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its all obligations under this Indenture, the Notes, this Indenture Securities or the Notes Collateral Documents. Parent Guarantee as applicable. Notwithstanding the preceding clause (d) Notwithstanding Section 4.1(a)(23), (3x) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties assets to, the Parent Guarantor, and the Parent Guarantor may consolidate with, merge into or wind up into, or dispose of all or part of its assets to the Issuer. Notwithstanding Sections 4.1(a)(2) to, a Subsidiary Guarantor and (3y) (which do not apply to the transactions referred to in this sentence), the Issuer Parent Guarantor may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing reorganizing the legal domicile of the Issuer, reincorporating the Issuer Parent Guarantor in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into, winds up into or changing disposes of all or part of its assets to, the legal form of Parent Guarantor, the IssuerIssuer will not be required to comply with the preceding clause (5). (eb) No In addition, the Parent Guarantor may: (1) will not permit any Subsidiary Guarantor to consolidate with or with, merge with or into any Personor wind up into, or (2) sell, convey, transfer or dispose of, and will not permit the disposition of all or substantially all its assetsof the assets of any Subsidiary Guarantor to, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with (other than the Parent Guarantor or into the another Subsidiary Guarantor, ) unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assumes assume, by supplemental indenture, executed and delivered to the Trustee, all of the obligations of the such Subsidiary Guarantor under its Subsidiary Guarantee; and (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; or (2) the transaction results in the release of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee after and upon compliance with the Notes Collateral Documents provisions of Section 10.2 and (3) the Parent Guarantor will have delivered to the Trustee an Officers’ Certificate and the applicable Person shall cause an Opinion of Counsel, each stating that such amendments, supplements and other instruments to be executed, filed and recorded in transaction such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together supplemental indenture (if any) comply with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andthis Indenture.

Merger and Consolidation. (a) The Issuer will not consolidate Neither Covenant Party may engage in any Business Combination with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1a) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unlesseither: (i) the other Person is Covenant Party shall be the Issuer or any Restricted Subsidiary that is a Guarantor (continuing corporation and the applicable Person shall cause Persons who were such amendments, supplements and 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 Covenant Party’s stockholders immediately prior to such Person, together with such financing statements or comparable documents as may be required Business Combination continue 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 Uniform Commercial Code or other similar statute or regulation hold more than 50% of the relevant states or jurisdiction)combined voting power of the Voting Stock of the continuing corporation upon consummation of such Business Combination; or (ii) (A) either such Person and such Person’s Parent, if any, (x) shall be a Guarantor is corporation, partnership or trust organized and validly existing under the continuing Person laws of the United States or any State thereof or the District of Columbia or (y) shall duly execute and deliver to each of the resultingD&B Parties and IMS a consent to jurisdiction in the form set forth in Exhibit 3.3(A) hereto and (B) such Person and such Person’s Parent, surviving or transferee Person if any, shall expressly assumes assume, by an instrument of assumption in the form set forth in Exhibit 3.3(B) hereto executed and delivered to each of the D&B Parties and IMS, all of the VNU Parties’ obligations of hereunder; (b) immediately after the Guarantor under Business Combination, the Covenant Party and its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Subsidiaries or transferred to such Person, together with or such financing statements Person’s Parent, if any, and its Subsidiaries shall have a Consolidated Net Worth equal to or comparable documents as may be required greater than the Consolidated Net Worth of such Covenant Party and its Subsidiaries immediately prior to perfect any security interests in such Collateral which may be perfected by Business Combination; (c) the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Covenant Party shall have delivered to each of the relevant states or D&B Parties and IMS (i) an Officer’s Certificate stating that such Business Combination complies with this Agreement and (ii) an Officer’s Certificate and an opinion of reputable outside counsel, each stating that such consent to jurisdiction), in the event clause (a)(ii)(A)(y) is applicable, and such instrument of assumption, in the event clause (a)(ii)(B) is applicable, constitute legal, valid and binding obligations of such Person and such Person’s Parent, if any, enforceable in accordance with their terms; and (d) such Business Combination is permitted under Section 3.4 below.

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into into, or convey, transfer or lease all or substantially all its assets, in one or more related transactions, assets to any Person, unless: (1) the resulting, resulting surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by assume via a supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer Company under the Notes, this Indenture Indenture, the Collateral Documents and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIntercreditor Agreements; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transactiontransaction and the related financing transaction (including the use of proceeds therefrom), either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section SECTION 3.2(a) or (ii) either (A) the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would not be higher, or (B) the Fixed Charge Coverage Ratio of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis would not be lower lower, in each case than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), each stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee); , provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) . For purposes of this Section SECTION 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. Any reference to the merger, amalgamation or consolidation of the Company or any other entity, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or any other entity, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (cb) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, such Notes or this Indenture or the Notes Collateral DocumentsIndenture. (dc) Notwithstanding Section SECTIONS 4.1(a)(2), (34.1(a)(3) and (44.1(a)(4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of (a) the Issuer Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (b) any Restricted Subsidiary of the IssuerCompany may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to the Company, provided the Company is the Successor Company in any such transaction, (c) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (d) the Parent Guarantor and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding Sections SECTIONS 4.1(a)(2) and (34.1(a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany. (d) The foregoing provisions (other than the requirements of SECTION 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Company. (e) No The Parent Guarantor may:may not (1) consolidate with or merge or amalgamate with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge or amalgamate with or into the Parent Guarantor, unless: (i) the Parent Guarantor is the continuing Person, (ii) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Parent Guarantor under the Parent Guarantee, and (iii) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing. (f) Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence) (i) the Parent Guarantor may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to a Guarantor and (ii) any Restricted Subsidiary of the Parent Guarantor may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Parent Guarantor. Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence), the Parent Guarantor may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Parent Guarantor, reincorporating the Parent Guarantor in another jurisdiction, or changing the legal form of the Parent Guarantor, provided, in each case, that any such transaction does not lessen or negatively alter the form and substance of the Guarantee of the Parent Guarantor or the obligations of the Parent Guarantor and the Company under this Indenture, the Notes and the Note Guarantees, as the case may be. (g) [Reserved]. (h) No Subsidiary Guarantor may (1) consolidate with or merge or amalgamate with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge or amalgamate with or into such Subsidiary Guarantor, unless (i) the other Person is the Issuer Parent Guarantor, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor (and or becomes a Subsidiary Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)transaction; or (ii) (A1) either (x) the Company or a Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its GuaranteeSubsidiary Guarantee and this Indenture; and (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or (iii) the transaction constitutes a sale or other disposition (including by way of consolidation, merger or amalgamation) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) otherwise permitted by this Indenture Indenture. (i) Notwithstanding SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), any Subsidiary Guarantor may (i) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor, reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor, which purpose is evidenced in a board resolution adopted by the Board of Directors of the Subsidiary Guarantor, and (iii) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), the Parent Guarantor may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor provided, in each case, that, except as otherwise permitted under SECTION 10.2(b) or other provisions of this Indenture, any such transaction does not lessen or negatively alter the form and substance of the Guarantee of the Subsidiary Guarantor or the obligations of the Subsidiary Guarantor and the Company under this Indenture, the Notes Collateral Documents (and the applicable Person shall cause such amendmentsNote Guarantees, supplements and other instruments to be executed, filed and recorded in such jurisdictions as the case may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andbe.

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company or the Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) either (i) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower lower, or (ii) the Consolidated Corporate Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be higher, in each case, than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company Company will not automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture or the Notes Collateral DocumentsIndenture. (dc) Notwithstanding any other provision of this Section 4.1(a)(2)4.1, (3i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (4ii) the Company may consolidate or otherwise combine with or merge into an Affiliate organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company, (which do not apply to transactions referred to in this sentence), iii) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Company or a Guarantor, (iv) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer any Restricted Subsidiary may consolidate or otherwise combine with or with, merge into an Affiliate incorporated or organized for transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the purpose Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (d) The foregoing provisions (other than the requirements of changing clause (a)(2)) shall not apply to the legal domicile creation of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuera new Subsidiary as a Restricted Subsidiary. (e) No Subject to Section 10.2(b)(1), no Guarantor may: (1) may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i1) (a) the other Person is the Issuer Company or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 transaction; or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, Note Guarantee and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Indenture; and

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, convey, transfer transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, convey, transfer, lease or otherwise dispose of) all or substantially all of its properties and assets, in one or more related transactions, to any Person, Person unless: (1) the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be is a Person (other than an individual) organized and validly existing under the laws of the United States of America, any State of the United States or the District of Columbia and a Permitted Jurisdiction; (2) the Successor Company Issuer (if not other than the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assumes all of the obligations of the Issuer under the Notes, Notes and this Indenture and (including the Notes Collateral Documents (and the applicable Person shall cause such amendmentsobligation to pay Additional Amounts, supplements and other instruments if any) pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indenture or other similar statute documents or regulation of instruments in form reasonably satisfactory to the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuingTrustee; (3) immediately after giving effect to such transaction, either no Default or Event of Default shall have occurred and be continuing; (i4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period: (A) the applicable Successor Company Issuer would be able to Incur at least an U.S.$1.00 of additional $1.00 of Indebtedness pursuant to Section 3.2(a) or 4.1(d)(i); or (iiB) the Fixed Charge Coverage Net Leverage Ratio for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would not be lower than it was such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to giving effect such transaction and (ii) the Interest Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would be higher than such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to such transaction; (5) each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of Section 4.3(b) shall have by supplemental indenture confirmed that its Note Guarantee (including the obligation to pay Additional Amounts, if any) shall apply to such Successor Issuer’s obligations under this Indenture and the Notes; and (46) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, winding up, sale, assignment, conveyance, transfer, lease, or disposition, and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding clauses (4) and (5) of Section 4.3(a): (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Issuer so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Issuer; provided that, in the case of a Restricted Subsidiary that merges into the Issuer, the Issuer will not be required to comply with Section 4.3(a)(6); and (2) any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor. (c) The Issuer will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease 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 or another Guarantor) unless: (1) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and its Note Guarantee (including the obligation to pay Additional Amounts, if any) pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3)Indenture. (bd) Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to a Guarantor or the Issuer or merge with a Restricted Subsidiary of the Issuer solely for the purpose of reincorporating the Guarantor in the jurisdiction of such Guarantor, or a Permitted Jurisdiction, so long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby, and the resulting entity remains or becomes a Guarantor. (e) For purposes of this Section 4.14.3, the sale, leaseassignment, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall will be deemed to be the transfer disposition of all or substantially all of the properties and assets of the Issuer. (cf) The Upon any consolidation, merger, wind up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with this Section 4.3, the Issuer and a Guarantor, as the case may be, will be released from its obligations under this Indenture, the Notes and its Note Guarantee, as the case may be, and the Successor Company Issuer and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or a Guarantor, as the case may be, under the Notesthis Indenture, this Indenture and the Notes Collateral Documentsand such Note Guarantee; provided that, but in the case of a lease of all or substantially all of its assets, the predecessor company Issuer will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentsits Note Guarantee. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Junior-Priority Collateral Agent, in form satisfactory to the Trustee and the Junior-Priority Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Junior-Priority Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Junior-Priority Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or and the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia Columbia, Canada, Switzerland, the United Kingdom, any member of the European Union, or any state, province or division of any of the foregoing countries and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustees, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and Indenture; provided that if such Successor Company is not a corporation, a co-obligor of the Notes that is a Restricted Subsidiary is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (iib) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent Trustees an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each caseCompany, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral DocumentsNotes. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR COMPANY") will shall be a Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia and the Successor Company (if not the IssuerCompany) will shall expressly assume, by an indenture supplemental indenture to this Indenturehereto, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving PRO FORMA effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of (if not the applicable Successor Company as a result of such transaction Company) and its Subsidiaries as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving PRO FORMA effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and4.06(a); (4) each Person that is required pursuant to the Issuer orterms of this Indenture to be a Guarantor shall have become a Guarantor pursuant to a Supplemental Guaranty Agreement or shall have confirmed its Guaranty pursuant to a 62 supplemental indenture in form reasonably satisfactory to the Trustee (but this clause (4) shall not apply to Guarantors that were Guarantors prior to such transaction if, if applicableas a result of such transaction, the Company is the Successor Company); (5) the Company shall have delivered to the Trustee and the Collateral Agent 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 and Indenture; and (6) the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such supplemental indenture transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred; PROVIDED, HOWEVER, that clause (if any3) has been duly authorizedwill not be applicable (A) to the Company consolidating with, executed merging into, conveying, transferring or leasing all or part of its assets to the Company or a Guarantor or (B) to the Company merging with an Affiliate of the Company solely for the purpose and delivered and is a legal, valid and binding agreement enforceable against with the applicable sole effect of reincorporating the Company in another jurisdiction within the United States of America. The Successor Company (in each case, in form satisfactory if not the Company) shall be the successor to the Trustee Company and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notesthis Indenture, this Indenture and the Notes Collateral Documentspredecessor Company, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not shall be released from its obligations under the obligation to pay the principal of and interest on the Notes, this Indenture or the Notes Collateral Documents. (db) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do The Company shall not apply permit any Guarantor to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, all or substantially all its assetslease, in one transaction or a series of related transactions, all or substantially all of its assets to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i1) except in the other Person is the Issuer or any Restricted Subsidiary that is case of a Guarantor that has been disposed of in its entirety to another Person (and other than to the applicable Person shall cause such amendments, supplements and 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 Company or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation an Affiliate of the relevant states Company), whether through a merger, consolidation or jurisdiction); or (ii) (A) either (x) a Guarantor is sale of Capital Stock or assets, if in connection therewith the continuing Person or (y) Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with, and does comply with, its obligations under Section 4.10 in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assumes assume, by a Supplemental Guaranty Agreement, in a form satisfactory to the Trustee, all of the obligations of the Guarantor such Subsidiary, if any, under its GuaranteeGuaranty; and (2) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Supplemental Guaranty Agreement, if any, complies with this Indenture Indenture. (c) Notwithstanding clauses (a) and the Notes Collateral Documents (and the applicable Person shall cause such amendmentsb) of this Section 5.01, supplements and other instruments to be executedany Guarantor may consolidate with or merge with or into or convey, filed and recorded transfer or lease, 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 Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement one transaction or a similar document under series of transactions, all or substantially all of its assets to the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andCompany.

Merger and Consolidation. (a) The Issuer will Company shall not consolidate with or merge with or into any other corporation or convey, transfer or lease all or substantially all of its assets, in one or more related transactions, properties and assets as an entirety to any Person, Person unless: (1a) either the resultingCompany shall be the continuing Person, surviving or transferee the Person (if other than the “Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company as an entirety are transferred (the "Successor Company”) will Corporation"), shall be a Person corporation organized and existing under the laws of the United States of America, or any State of the United States thereof or the District of Columbia and the Successor Company (if not the Issuer) will shall expressly assume, by an indenture supplemental indenture to this Indenturehereto, executed and delivered to the Trustee and the Collateral AgentTrustee, in form and substance reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsSecurities; (2b) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Corporation or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company Corporation or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ic) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered delivered, or caused to be delivered, to the Trustee and the Collateral Agent an Officer’s Officers' Certificate and and, as to legal issues, an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Article and an Opinion of Counsel stating that all conditions precedent herein provided for relating to such supplemental indenture (if any) has transaction and have been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against complied with; Notwithstanding the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). foregoing paragraph (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3X) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Company or any Wholly Owned Subsidiary or Wholly Owned Subsidiaries and (Y) the Combination may be effected, and no violation of this Section shall be deemed to have occurred as a consequence thereof, as long as in each case the requirements of paragraphs (a) and (3c) (which do not apply to the transactions referred to are satisfied in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuerconnection therewith. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and"

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by via a supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agentindenture, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (iia) the Fixed Charge Coverage Ratio for the applicable Successor Company is at least 2.00 to 1.00 or (b) the Fixed Charge Coverage Ratio of the Company (or, if applicable, the Successor Company thereto) would not be lower than it was immediately prior to giving effect to such transaction; (4) each applicable Subsidiary Guarantor (other than (a) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (b) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and (45) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has have been duly authorized, executed and delivered and is are a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee); , provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Borrower will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1A) the Borrower is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer Borrower under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsLoan Documents; (2B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3C) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 7.03(a), or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio of the Borrower and its Restricted Subsidiaries would not be lower higher than it was immediately prior to giving effect to such transaction; (D) to the extent any assets of the Person which is merged or consolidated with or into the Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Borrower or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Collateral Documents in the manner and to the extent required in this Agreement or the applicable Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Collateral Documents; and (4E) the Issuer or, if applicable, the Successor Company Administrative Agent shall have delivered to the Trustee received all documentation and the Collateral Agent an Officer’s Certificate other information required by regulatory authorities under applicable “know your customer” and an Opinion of Counsel, each stating that such consolidation, merger or transfer anti-money laundering rules and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of factregulations, including as to satisfaction of Section 4.1(a)(2) and (3)without limitation the USA PATRIOT Act reasonably requested by the Lenders. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.[Reserved] (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower under the Notesthis Agreement, this Indenture and the Notes Collateral Documents, but Borrower will automatically and unconditionally be released and discharged from its obligations under this Agreement (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentslease). (d) [Reserved]. (e) Notwithstanding any other provision of this Section 4.1(a)(2)7.04, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer Borrower may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer Borrower may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerBorrower, reincorporating the Issuer Borrower in another jurisdiction, or changing the legal form of the IssuerBorrower, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Borrower or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Borrower and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (ef) No Guarantor may:The foregoing provisions (other than the requirements of Section 7.04(a)(B)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower. (1g) Subject to certain limitations described herein governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) (A) the other Person is the Issuer Borrower or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together becomes a Guarantor concurrently with such financing statements transactions; or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its GuaranteeGuarantee of the Secured Obligations, this Indenture Agreement and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Documents; and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, (x) either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Consolidated Non-Funding Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be lower greater than it was immediately prior to giving effect to such transactiontransaction and (y) the Company would have been in compliance with Section 3.3 as of the last day of the most recent fiscal quarter for which financial statements of the Company are available; and (4iv) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral DocumentsNotes. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will Midwest shall not consolidate with or merge with any other Person (unless it is the surviving entity) or into or conveysell, transfer or lease otherwise dispose of all or substantially all of its assets, assets in one or more related a series of transactions, unless (i) no Lease Event of Default shall have occurred and be continuing prior to any Personand after giving effect to such merger, unless: consolidation or sale, (1ii) the resultingentity resulting from such consolidation, surviving such merger or transferee Person to whom such assets are transferred shall (the “Successor Company”a) will be a Person corporate entity (including a limited liability company) organized and existing under the laws of the United States of America, any State of the United States state thereof or the District of Columbia Columbia, and the Successor Company (if not the Issuerb) will expressly assume, by supplemental indenture pursuant to this Indenture, executed and delivered an agreement reasonably acceptable to the other Lease Financing Parties, each obligation of Midwest under the Operative Documents, (iii) the Owner Participant shall have received an opinion reasonably satisfactory to it from Hunton & ▇▇▇▇▇▇▇▇, or from a nationally recognized tax counsel selected by the Owner Participant and reasonably acceptable to Midwest to the effect that such consolidation, merger or sale of assets would not result in any material indemnified, or any unindemnified, incremental tax risk to the Owner Participant, (iv) the Owner Participant and, so long as the Lessor Notes are outstanding, the Lease Indenture Trustee and the Collateral AgentPass Through Trustees, in form shall have received an opinion of counsel reasonably satisfactory to each such Person (y) with respect to the Trustee agreement referred to in the immediately preceding clause (ii) (b) and the Collateral Agent(z) addressing other customary matters, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2v) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation A) while the Certificates are outstanding, the ratings of the applicable Successor Company Certificates shall be equal to or any Subsidiary greater than the ratings of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was Certificates immediately prior to giving effect to consummating such transaction; and transaction and (4B) if the Issuer or, if applicableCertificates are no longer outstanding, the Successor Company credit rating of the long-term senior unsecured indebtedness of Midwest or any successor or surviving entity shall be equal to or greater than the credit rating of the long-term senior unsecured indebtedness of Midwest immediately prior to consummating such transaction and, (vi) for as long as the EME Guarantees are in effect, EME shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion written affirmations of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or EME Guarantees to the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary beneficiaries of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part EME Guarantees. Midwest shall not sell more than 50% of its properties and assets to without the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to prior written consent of the transactions referred to in this sentence)Owner Lessor and, for as long as the Lessor Notes are outstanding, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Lease Indenture Trustee and the applicable Person Pass Through Trustees which consent shall cause not be unreasonably withheld, PROVIDED, HOWEVER, that such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may consent shall not be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together in connection with such financing statements sale or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either disposition if (x) a Guarantor is the continuing Person Certificates are rated at least Baa3 by ▇▇▇▇▇'▇ and BBB- by S&P taking into account such sale of assets or (y) if the resultingCertificates are no longer outstanding, surviving or transferee Person expressly assumes all the long-term senior unsecured indebtedness of the obligations Midwest is rated at least Baa3 by ▇▇▇▇▇'▇ and BBB- by S&P taking into account such sale of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andassets.

Merger and Consolidation. (a) The Neither the Company nor the Issuer will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of AmericaStates, any State of the United States or the District of Columbia or, in the case of the Issuer, Jersey or Guernsey, Channel Islands, the British Virgin Islands or the Cayman Islands, and the Successor Company (if not the Company or the Issuer, as applicable) will expressly assume, by via a supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agentindenture, all the obligations of the Issuer Company or the Issuer, as applicable, under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) in the case of the Company (or, if applicable, the Successor Company thereto), the Fixed Charge Coverage Ratio for the applicable Successor Company would be able to Incur is at least an additional $2.00 to 1.00 of Indebtedness pursuant to Section 3.2(a) or (iib) the Fixed Charge Coverage Ratio of the Company (or, if applicable, the Successor Company thereto) would not be lower than it was immediately prior to giving effect to such transaction; (4) each applicable Subsidiary Guarantor (other than (a) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (b) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and (45) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has have been duly authorized, executed and delivered and is are a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee); , provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, as applicable, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Neither the Company nor the Issuer will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia Columbia, Canada, Switzerland, the United Kingdom, any member of the European Union, or any state, province or division of any of the foregoing countries and the Successor Company (if not the Company or the Issuer, as the case may be) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company or the Issuer, as the case may be under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and Indenture; provided that if such Successor Company is not a corporation, a co-obligor of the Notes that is a Restricted Subsidiary is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (iib) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each caseCompany, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral DocumentsNotes. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. The Company shall not, and shall not permit its Subsidiaries to, directly or indirectly: (ai) The Issuer will not consolidate with or merge with or into another Person (whether or conveynot the Company is the surviving corporation) or change its form of organization, transfer (ii) sell, assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of the Company and its assetsSubsidiaries taken as a whole, in one or more related transactions, to any another Person, unless: or (1iii) consummate a stock sale or other business combination (including without limitation, a reorganization, recapitalization, spin-off or scheme or arrangement) with another Person, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock; except that (w) any Subsidiary of the Company may merge into (A) any wholly-owned Subsidiary of the Company that is a Guarantor of the Notes or (B) with or into another Person, provided that, after giving effect to any such merger described in clause (A) or (B), no Default or Event of Default shall have occurred and be continuing and provided further that, in the case of clause (B), if such Subsidiary is a Material Subsidiary (or is otherwise a Note Party), such Subsidiary shall be the surviving entity, shall have reaffirmed all of its obligations under the Note Documents and shall continue to be a wholly-owned Subsidiary of the Company, and in all other cases (except a merger in connection with an Asset Sale that is permitted by the terms hereof) the resulting, surviving or transferee Person (the “Successor Company”) will entity shall be a Person organized and existing under the laws Subsidiary of the United States of AmericaCompany, any State (x) the Company may merge with or into a wholly owned Delaware subsidiary of the United States Parent to effect the Conversion, (y) on or after the District Conversion Date, the Company may merge with and into the Parent, provided that the Parent shall have assumed all of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer Company hereunder and under the NotesNotes and other Note Documents, this Indenture and shall have delivered to each Holder evidence satisfactory to Required Holders and Collateral Agent (including without limitation, if requested by Required Holders, a legal opinion of Counsel to Parent) that the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments obligations of Company under the Note Documents are enforceable against Parent and that Collateral Agent continues to be executedhave a First Priority Lien on all Collateral of Company, filed and recorded in such jurisdictions as (z) subject to Section 5.18, prior to the Conversion Date, the Company may be required by applicable law to preserve and protect the Liens on the Collateral owned by merge with or transferred to such into another Person, together with such financing statements or comparable documents as may provided that the surviving entity shall 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing in a jurisdiction in the United States, shall have assumed all of the obligations of the Company hereunder and under the Notes and other Note Documents, and shall have delivered to each Holder evidence satisfactory to Required Holders and Collateral Agent (including without limitation, if requested by Required Holders, a legal opinion of Counsel to the Company) that the obligations of the Company under the Note Documents are enforceable against such laws; (2) immediately Person and that the Collateral Agent continues to have a First Priority Lien on all Collateral, and provided further that, after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)merger, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, transactions to any Person, unless: (1) the Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company or the Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio would not be lower higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each caseCompany, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company Company will not automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture or the Notes Collateral DocumentsIndenture. (dc) Notwithstanding any other provision of this Section 4.1(a)(2)4.1, (3a) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (b) the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany, (c) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor, (d) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (e) the Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (d) The foregoing provisions (other than the requirements of clause (2) of this Section 4.1(a) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Company. (e) No Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may: (1) may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i1) (A) the other Person is the Issuer Company or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 transaction; or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, Note Guarantee and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Indenture; and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Consolidated Non-Funding Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be lower greater than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral DocumentsNotes. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer under the Notes, this Indenture Indenture, the Escrow Agreement, if applicable, and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsDocuments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) Holdings and the applicable Successor Company Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Notes Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Notes, this Indenture and the Notes Escrow Agreement, if applicable or the Collateral Documents, Documents but in the case of a lease of all or substantially all its assets, the predecessor company Issuer will not be released from its obligations under this Indenture, the Notes, this Indenture the Escrow Agreement, if applicable or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2the preceding clauses (a)(2), (3a)(3) and (4a)(4) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the IssuerIssuer and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Sections 4.1(a)(2the preceding clauses (a)(2) and (3a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer. (f) No Guarantor may: (1) consolidate with or merge with or into any Person, ; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, ; or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its GuaranteeGuarantee of the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)Documents; and

Merger and Consolidation. (a) Section 10.01 of the Original Indenture shall not apply to the Notes. The Issuer will provisions set forth in this Section 3.10 shall, with respect to the Notes, supersede in their entirety Section 10.01 of the Original Indenture, and all references in the Original Indenture to Section 10.01 thereof shall, with respect to the Notes, be deemed to be references to this Section 3.10. The Company may not consolidate with or merge with or into any other Person, or convey, transfer or lease all or substantially all its assets, in one or more related transactions, properties and assets to any another Person, unless: (1a) the resulting, Company is the continuing or surviving Person in the consolidation or transferee merger; or (b) the Person (if other than the “Successor Company”) will be formed by the consolidation or into which the Company is merged or to which all or substantially all of the Company’s properties and assets are transferred is a Person corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States of AmericaStates, any State of the United States state thereof, or the District of Columbia Columbia, and expressly assumes, by a supplemental indenture, all of the Company’s obligations under the Notes and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;; and (2c) immediately after giving effect to such the transaction (and treating the Incurrence or anticipated Incurrence of any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been to be Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)in connection therewith, no Event of Default shall have occurred and be continuing;exists; and (3d) immediately after giving effect to such transaction, either (i) the applicable Successor Company continuing or surviving Person would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction3.02 of this First Supplemental Indenture; and (4e) the Issuer or, if applicable, the Successor Company each Subsidiary Guarantor shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations (if other than the Company) in respect of the Indenture and the Notes shall continue to be in effect; (f) an Officers’ Certificate is delivered to the Trustee and to the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture the conditions set forth above have been satisfied and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and to the Collateral Agent); provided effect that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) the conditions set forth above have been satisfied. For purposes of the first paragraph of this Section 4.13.10, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such its Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. Company. The continuing, surviving or successor Person will succeed to and be substituted for the Company with the same effect as if it had been named in the Indenture as a party thereof, and thereafter the predecessor Person will be relieved of all obligations and covenants under the Indenture and the Notes. Notwithstanding clauses (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2)above and clause (i)(B) below, (3x) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) Company or another Restricted Subsidiary and (3y) (which do not apply to the transactions referred to in this sentence), the Issuer Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer Company in another jurisdiction; provided that, or changing in the legal form case of a Restricted Subsidiary that merges into the Issuer. Company, the Company will not be required to comply with clause (e) No above. The Company may not permit any Subsidiary Guarantor may: (1) to consolidate with or merge with or into any Person, or Person (2other than another Subsidiary Guarantor) sell, conveyand may not permit the conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, to the assets of any Person, or Subsidiary Guarantor (3other than another Subsidiary Guarantor) permit any Person to merge with or into the Guarantor, unless: (i) (A) the other Person is formed by the Issuer consolidation or any Restricted into which the Subsidiary that Guarantor merged or to which all, or substantially all of the Subsidiary Guarantor’s properties and assets are transferred is a corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (B) immediately after the transaction and the applicable Person shall cause such amendments, supplements and other instruments Incurrence or anticipated Incurrence of any Indebtedness to be executedIncurred in connection therewith, filed no Event of Default exists; and recorded in such jurisdictions as may be required by applicable law (C) the Company will deliver to preserve the Trustee an Officers’ Certificate and protect an Opinion of Counsel, each to the Liens on effect that the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)conditions set forth above have been satisfied; orand (ii) (A) either (x) a Guarantor the transaction is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all made in compliance with Section 3.07 of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andFirst Supplemental Indenture.

Merger and Consolidation. (a) The Issuer will Parent Guarantor shall not consolidate with or merge with or into into, or convey, transfer transfer, lease or lease otherwise dispose of, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1i) either (x) the Parent Guarantor is the surviving or continuing Person or (y) the resulting, surviving or transferee Person Person, if not the Parent Guarantor (the “Successor CompanyParent Guarantor”) will ), shall be a Person organized and or existing under the laws of Australia or any State thereof, the United States of AmericaStates, any State of the United States thereof or the District of Columbia Columbia, and the Successor Company Parent Guarantor (if not the IssuerParent Guarantor) will shall own, directly or indirectly, all of the outstanding Capital Stock of the Issuer and shall expressly assume, by an indenture supplemental indenture to this Indenturethereto or other applicable documents or instruments, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Parent Guarantor under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsSecurity Documents; (2ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Parent Guarantor or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company Parent Guarantor or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving pro forma effect to such transaction, either the Successor Parent Guarantor would either: (i1) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.03(a); or (2) or (ii) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and; (4iv) the Issuer or, if applicable, the Successor Company Parent Guarantor shall have delivered to the Trustee and the Collateral Agent 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; (v) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Parent Guarantor shall (a) continue to constitute Collateral under this Indenture and an Opinion the Security Documents, (b) be subject to the Lien in favor of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to Priority Lien Collateral Trustee for the benefit of the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as Holders and (c) not be subject to any matters of fact, including Lien other than Permitted Liens or other Liens as to satisfaction of permitted under Section 4.1(a)(2) and (3).4.12; and (bvi) the Successor Parent Guarantor shall become a party to the Intercreditor Agreements and the Collateral Trust Agreement by joinder or supplement. provided, however, that Section 5.01(b)(iii) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Parent Guarantor or (B) the Parent Guarantor merging with an Affiliate of the Parent Guarantor solely for the purpose and with the sole effect of reincorporating the Parent Guarantor in another jurisdiction. For purposes of this Section 4.15.01, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerParent Guarantor, which properties and assets, if held by the Issuer Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerParent Guarantor. The Successor Parent Guarantor (if not the Parent Guarantor) shall be the successor to the Parent Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture, and the predecessor Parent Guarantor, except in the case of a lease, shall be released from all obligations under this Indenture and the Parent Guarantee. (b) The Issuer shall not consolidate with or merge with or into, or convey, transfer, lease or otherwise dispose of, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: (i) either (x) the Issuer is the surviving or continuing Person or (y) the resulting, surviving or transferee Person, if not the Issuer (the “Successor Issuer”), shall be organized or existing under the laws of Australia or any State thereof, the United States, any State thereof or the District of Columbia, and the Successor Issuer (if not the Issuer) shall expressly assume, by an indenture supplemental thereto or other applicable documents or instruments, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, this Indenture and the Security Documents; (ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer as a result of such transaction as having been Incurred by such Successor Issuer at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, the Successor Issuer would either: (1) be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); or (2) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio immediately prior to such transaction; (iv) 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; (v) each Note Guarantor, unless it is a party to the transaction, shall have confirmed that its Note Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (vi) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Issuer shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Priority Lien Collateral Trustee for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 4.12; and (vii) the Successor Issuer shall become a party to the Intercreditor Agreements and the Collateral Trust Agreement by joinder or supplement, provided, however, that Section 5.01(b)(iii) shall not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction; further provided that Section 5.01(b)(ii) and (iii) shall not be applicable to the Issuer consolidating with or merging with or into, or conveying, transferring or leasing all or substantially all its assets to the Parent Guarantor. The Successor Company will Issuer (if not the Issuer) shall be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notesthis Indenture, this Indenture and the Notes Collateral DocumentsIssuer, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not shall be released from its all obligations under this Indenture and the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (ec) No Subsidiary Guarantor may: (1) shall consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer transfer, lease or otherwise dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all its assets to, any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a such Subsidiary Guarantor is the surviving or continuing Person or (y) the resulting, surviving or transferee Person (if not such Note Guarantor) (the “Successor Guarantor”) shall be organized or existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws of Australia or any State thereof, the United States, any State thereof or the District of Columbia, and the Successor Guarantor shall expressly assumes assume, by a Guarantee Agreement or other applicable documents or instruments, in a form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor such Subsidiary Guarantor, if any, under its Guarantee, this Indenture Subsidiary Guarantee and the Notes Collateral Documents Security Documents; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the applicable Person Successor Guarantor as a result of such transaction as having been Incurred by such Successor Guarantor at the time of such transaction), no Default shall cause have occurred and be continuing; (iii) the Parent Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such amendmentsconsolidation, supplements merger or transfer and other instruments to be executedsuch Guarantee Agreement, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on if any, complies with this Indenture; (iv) the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Successor Guarantor shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Priority Lien Collateral Trustee for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 4.12; and (v) the Successor Guarantor shall become a party to the Intercreditor Agreements or the Collateral Trust Agreement by joinder or supplement; provided that this Section 5.01(c) shall not apply to (a) any sale or other disposition that complies with Section 4.06 or any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with the provisions of this Indenture and (b) a consolidation or merger of any Subsidiary Guarantor with and into the Issuer or any other Note Guarantor, so long as the Issuer or such Note Guarantor survives such consolidation or merger. The Successor Guarantor (if not the Issuer) shall be the successor to such PersonSubsidiary Guarantor and shall succeed to, together with and be substituted for, and may exercise every right and power of, such financing statements or comparable documents as may be required to perfect any security interests Subsidiary Guarantor and its Subsidiary Guarantee, and the predecessor Note Guarantor, except in such Collateral which may be perfected by the filing case of a financing statement lease, shall be released from its obligations under its Subsidiary Guarantee and this Indenture. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may merge or consolidate with an Affiliate solely for the purpose and with the sole effect of reincorporating such Subsidiary Guarantor in another jurisdiction without regard to compliance with Section 5.01(c)(ii), and (2) a similar document under Subsidiary Guarantor may merge or consolidate with, or transfer all or part of its properties and assets to, another Note Guarantor or the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andIssuer.

Merger and Consolidation. (a) The Issuer will shall not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be a Person organized and existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia and the Successor Company Issuer (if not the Issuer) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction), documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsinstruments; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company Issuer or any Subsidiary of the applicable Successor Company Issuer as a result of such transaction as having been Incurred incurred by the applicable Successor Company Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company Issuer or the Issuer would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid legal and binding agreement enforceable against the applicable Successor Company (Issuer in each case, in form satisfactory to the Trustee and the Collateral Agent)accordance with its terms; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the NotesNotes and this Indenture, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company Issuer will not automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture or the Notes Collateral DocumentsIndenture. (dc) Notwithstanding any other provision of this Section 4.1(a)(2)4.1, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2a Guarantor, (ii) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor and (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. (d) The foregoing provisions shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Subject to Section 10.2(b), no Guarantor may: (1) may consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (1) (a) (i) the other Person is the an Issuer or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 transaction or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) an Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, Note Guarantee and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments pursuant 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code supplemental indentures or other similar statute or regulation of the relevant states or jurisdiction)documents and instruments; and

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the Notes, Securities and this Indenture and will expressly assume, by written agreement, all the Notes obligations of the Company under the Registration Rights Agreement and the Collateral Documents (as applicable) and the applicable Person shall cause such amendments, supplements and 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 Personthe Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, either (i) the applicable Successor Company would would: (A) have a consolidated net worth equal to or greater than the consolidated net worth of the Company and the Restricted Subsidiaries immediately before the transaction; and (B) be able to Incur incur at least an additional $1.00 of additional Indebtedness pursuant to Section 3.2(a); (iv) or each Subsidiary Guarantor (iiunless it is the other party to the transactions above, in which case clause (i) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an OfficerPerson’s Certificate and an Opinion obligations in respect of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from Securities and shall have by written agreement confirmed that its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Registration Rights Agreement and the applicable Person Collateral Documents shall continue to be in effect and shall cause such amendments, supplements and 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 PersonSubsidiary Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions; orand (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Collateral Documents, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. (d) Notwithstanding Section 4.1(a)(iii), (i) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with Section 4.1(a)(v). (e) The Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than the Company or another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than to the Company or another Subsidiary Guarantor) unless: (i) (A) either (x) if such entity remains a Guarantor is the continuing Person or (y) Subsidiary Guarantor, the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) will expressly assumes assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture, and will expressly assume, by written agreement, all the obligations of the Guarantor Company under its Guarantee, this Indenture the Registration Rights Agreement and the Notes related Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Personthe surviving entity, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionjurisdictions; (B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; andand (C) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or (ii) the transaction is made in compliance with Section 3.5 and Section 3.9.

Merger and Consolidation. (a) The Issuer will shall not consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all its assetsassets to, in one or more related transactions, to any PersonPerson (including ▇▇▇▇▇▇▇▇ Scotsman International), unless: (1i) the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will shall be a Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia and the Successor Company Issuer (if not the Issuer) will shall expressly assume, by an indenture supplemental indenture to this Indenturethereto, executed and delivered to the Trustee and the Collateral AgentTrustee, in form reasonably satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Issuer or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company Issuer or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, either the Successor Issuer would (ix) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) or (iiy) the Fixed Charge have a Consolidated Coverage Ratio that would not be lower equal to or greater than it was the Consolidated Coverage Ratio of the Issuer immediately prior to giving effect to such transaction; and (4iv) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 Indenture. Notwithstanding clause (iii) above (but subject to each such provision of this Indenture), a Subsidiary Guarantor or a Wholly Owned Subsidiary (other than the Subordinated Guarantor) may be consolidated with or merged into the Issuer and an Opinion of Counsel stating that the Issuer may consolidate with or merge with or into (1) another Person, if such supplemental indenture (if any) has been duly authorized, executed and delivered and Person is a legal, valid single purpose corporation that has not conducted any business or Incurred any Indebtedness or other liabilities and binding agreement enforceable against such transaction is being consummated solely to change the applicable Successor Company (in each case, in state of incorporation of the Issuer or to form satisfactory to a holding company whose only asset is 100% of the Trustee and Capital Stock of the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) Issuer and (3). (b2) For purposes of this Section 4.1▇▇▇▇▇▇▇▇ Scotsman International; provided, however, that immediately after giving effect to such consolidation or merger, the saleSuccessor Issuer shall have a pro forma Consolidated Coverage Ratio that is not less than Consolidated Coverage Ratio of the Issuer immediately prior to such consolidation or merger; provided, leasefurther, conveyancethat the Subordinated Guarantor may be consolidated with, assignment, transfer, may be merged into or other disposition of may transfer all or substantially all its assets to the Issuer with the prior written consent of the properties and assets requisite holders or Representative or Representatives of one or more Subsidiaries all Subordinated Guarantor Senior Indebtedness outstanding without complying with the requirements of the Issuer, first sentence of this paragraph (in which properties and assetscase, if held by such consent has been given, the Subordinated Guarantee (including, without limitation the provisions of Section 11.02) shall terminate and be extinguished). The Successor Issuer shall be the successor to the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral DocumentsIndenture, but the predecessor Issuer in the case of a lease of all or substantially all its assets, the predecessor company will shall not be released from its obligations under the obligation to pay the principal of and interest on the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) . Each Guarantor shall not and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets shall not permit any Guarantor to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Personinto, or (2) sell, or convey, transfer or dispose of, all or substantially all its assetslease, in one transaction or a series of related transactions, to any Personall or substantially all its assets to, or (3) permit any Person to merge with (other than, in the case of a Subsidiary Guarantor, the Issuer or into the any other Subsidiary Guarantor), unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not the Issuer) shall expressly assumes assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Guarantor under on the Guarantee and in this Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. Except in connection with a transaction permitted by the first paragraph of this Section 5.01, the Issuer shall not permit the Subordinated Guarantor, and the Subordinated Guarantor shall not, consolidate with or merge into or with, or convey, transfer or lease, in any transaction or a series of related transactions, all or substantially all of its Guaranteeassets to any Person; provided that the Subordinated Guarantor may be consolidated with, merged with or into, or transfer all or substantially all its assets to, the Issuer or any Subsidiary Guarantor with the prior written consent of the requisite holders or Representative or Representatives of all Subordinated Guarantor Senior Indebtedness outstanding (in which case, if such consent has been given, the provisions of the Subordinated Guarantee and Section 11.02 of this Indenture with respect to the Subordinated Guarantee shall terminate and be extinguished). Notwithstanding the Notes Collateral Documents above provisions, (x) one or more transfers of assets to the Subordinated Guarantor pursuant to Section 4.17(b) shall be permitted and (y) the applicable Person shall cause such amendments, supplements and other instruments Subordinated Guarantor may lease any or all of its assets 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 Issuer or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation Wholly Owned Subsidiary of the relevant states or jurisdiction); andIssuer at any time.

Merger and Consolidation. (a) The Issuer Borrower will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unlessunless either: (1i) the Borrower is the surviving Person or (ii) if the Borrower is not the surviving Person, (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsBorrower hereunder; (2B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3C) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or 7.03(a), (iib) the Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Borrower and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4D) the Issuer or, if applicable, the Successor Company Administrative Agent shall have delivered to the Trustee received all documentation and the Collateral Agent an Officer’s Certificate other information required by regulatory authorities under applicable “know your customer” and an Opinion of Counsel, each stating that such consolidation, merger or transfer anti- money laundering rules and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of factregulations, including as to satisfaction of Section 4.1(a)(2) and (3).without limitation the USA PATRIOT Act reasonably requested by the Lenders, including a beneficial ownership certificate; (b) For purposes of this Section 4.17.04, the sale, lease, conveyance, assignment, transfer, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerBorrower, which properties and assets, if held by the Issuer Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Borrower on a consolidated basis, shall be deemed to be the a transfer of all or substantially all of the properties and assets of the IssuerBorrower. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents[Reserved]. (d) [Reserved]. (e) Notwithstanding any other provision of this Section 4.1(a)(2)7.04, (3i) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Borrower or a Guarantor, (ii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (3iii) Holdings and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (which do f) The foregoing provisions (other than the requirements of Section 7.04(b)) shall not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose creation of changing the legal domicile a new Subsidiary as a Restricted Subsidiary of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the IssuerBorrower. (eg) No Guarantor may: (1) may consolidate with or merge or amalgamate with or into any Personinto, or (2) sell, or convey, transfer or dispose of, lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer Borrower or any Restricted Subsidiary that is Guarantor or becomes a Guarantor (and concurrently with the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)transaction; or (ii) (A) either (x) the Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its GuaranteeGuarantee of the Secured Obligations, this Indenture Agreement and the Notes Collateral Documents Documents; and (B) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; or (iii) the transaction constitutes a sale, disposition (including by way of consolidation, merger or amalgamation) or transfer of the Guarantor or the sale, disposition, conveyance, transfer or lease of all or substantially all of the assets of the Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement. (h) Notwithstanding any other provision of this Section 7.04, any Guarantor may (a) consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Borrower, (b) consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, (d) liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this Section 7.04, the Borrower may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. (i) [Reserved]. (j) Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and the applicable each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionentity); and.

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into or convey, transfer or lease all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, assume by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) has have been duly authorized, executed and delivered and is are a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, such Notes and this Indenture or the Notes Collateral DocumentsIndenture. (d) Notwithstanding Section 4.1(a)(2the preceding clauses (a)(2), (3a)(3) and (4a)(4) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, with or merge into or transfer all or part of its properties and assets to the IssuerIssuer and (ii) any Restricted Subsidiary may consolidate or otherwise combine with or merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Sections 4.1(a)(2the preceding clauses (a)(2) and (3a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer. (f) No Guarantor may: (1) consolidate with or merge or amalgamate with or into any Person, ; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person, ; or (3) permit any Person to merge or amalgamate with or into the such Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and or becomes a Guarantor concurrently with the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and Guarantee of the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)this Indenture; and

Merger and Consolidation. (a) The Issuer will shall not consolidate with or merge with or into into, or convey, transfer or lease lease, in one transaction or a series of related transactions, all or substantially all the assets of the Issuer and its assetsRestricted Subsidiaries, in one or more related transactionstaken as a whole, to to, any Person, unless: (1) (A) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person corporation or a limited liability company organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia and (B) the Successor Company (if not the Issuer) will shall expressly assume, (i) by an indenture supplemental indenture to this Indenturethereto, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer under the Notes, Notes and this Indenture and (ii) by amendment, supplement or other instrument, executed and delivered to the Notes Trustee, all obligations of the Issuer under the Collateral Documents 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; (2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Person four-quarter period, the Issuer or the Successor Company would (i) be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.08(a) hereof or (ii) have had a Consolidated Coverage Ratio equal to or greater than the actual Consolidated Coverage Ratio for the Issuer for such four-quarter period; (4) each Subsidiary Guarantor (other than any party to any such consolidation or merger) shall have by supplemental indenture confirmed its Subsidiary Guarantee and its obligations shall continue to be in effect and shall cause such amendments, supplements and 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 PersonSubsidiary Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (45) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), each stating to the effect that such consolidation, merger or transfer and such supplemental indenture complies with the provisions described in this Section 5.01(a); and (if any6) comply with the Collateral owned by or transferred to the Successor Company shall: (i) continue to constitute Collateral under this Indenture and an Opinion the Collateral Agreements; (ii) be subject to the Lien in favor of Counsel stating that such supplemental indenture (if any) has been duly authorizedthe Collateral Agent for the benefit of the Collateral Agent, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Holders of the Notes; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as and (iii) not be subject to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) Lien other than Permitted Liens. For purposes of this Section 4.1the foregoing, the sale, transfer (by lease, conveyance, assignment, transfersale or otherwise, in a single transaction or other disposition series of transactions) of all or substantially all of the properties and or assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Restricted Subsidiaries, would the Capital Stock of which constitute all or substantially all of the properties and assets of the Issuer on a consolidated basisIssuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to. This Section 5.01 shall not apply to any sale, and be substituted forassignment, and may exercise every right and power oftransfer, conveyance, lease or other disposition of assets between or among the Issuer under and its Restricted Subsidiaries. Clauses (2) and (3) of this Section 5.01(a) shall not apply to (1) the NotesIssuer consolidating with, this Indenture and the Notes Collateral Documentsmerging into or selling, but in the case of a lease assigning, transferring, conveying, leasing or otherwise disposing of all or substantially all part of its assets, properties and assets to one of the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2)Issuer’s Restricted Subsidiaries for any purpose, (32) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise combine with, merge into or transfer disposing of all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2Issuer or to another Restricted Subsidiary for any purpose (provided that, in the event that such Restricted Subsidiary is a Subsidiary Guarantor, it may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets solely to the Issuer or another Subsidiary Guarantor) and or (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine merging with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (eb) No The Issuer shall not permit any Subsidiary Guarantor may: (1) to consolidate with or merge with or into any Person, or Person (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction other than the Issuer or a series of related transactions, to any Person, or (3Subsidiary Guarantor) permit any Person to merge with or into the Guarantor, unless: (i1) the other resulting, surviving or transferee Person (if not such Subsidiary Guarantor) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and, if such Person is not the Issuer Issuer, such Person shall expressly assume, (A) by executing a Guarantee Agreement, all the obligations of such Subsidiary Guarantor, if any, under its Subsidiary Guarantee and (B) by amendment, supplement or any Restricted Subsidiary that is a Guarantor other instrument (in form and substance satisfactory to the Trustee and the applicable Person Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Subsidiary Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements 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 perfect or continue the Liens perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); orsurviving entity; (ii2) immediately after giving effect to such transaction or transactions on a pro forma basis (A) either (x) a Guarantor is the continuing Person or (y) and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person expressly assumes all as a result of such transaction as having been issued by such Person at the obligations time of such transaction), no Default shall have occurred and be continuing; (3) the Guarantor under its GuaranteeIssuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation or merger complies with the provisions described in this Indenture and the Notes Collateral Documents paragraph; and (and the applicable Person shall cause such amendments, supplements and 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 4) the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may the successor Subsidiary Guarantor shall: (i) continue to constitute Collateral under this Indenture and the Collateral Agreements; (ii) be required subject to perfect any security interests the Lien in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation favor of the relevant states or jurisdiction)Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes; and (iii) not be subject to any Lien other than Permitted Liens. The provisions of clauses (1) and (2) of this Section 5.01(b) shall not apply to any one or more transactions which constitute an Asset Disposition if the Issuer has complied with the applicable provisions of Section 4.11 hereof.

Merger and Consolidation. (a) The Issuer will not consolidate with or merge with or into into, or sell, convey, assign, lease, transfer or lease otherwise dispose of all or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (iib) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, Notes and this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will So long as the Lien of the Indenture ------------------------ has not consolidate with or merge been discharged, the Company shall not enter into any merger with or into or consolidation with, or sell, convey, transfer, lease or otherwise dispose of in one or a series of transactions all or substantially all of its assets as an entirety to any Person, unless the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all its assets, in one or more related transactions, to any Person, unless: of the assets of the Company as an entirety (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person domestic corporation organized and existing under the laws of the United States of America, or any State of the United States or (ii) is a Citizen of the District United States, (iii) is a Section 1110 Person, so long as such status is a condition to the availability of Columbia and the Successor Company Section 1110, (iv) if not the IssuerCompany, executes a duly authorized, legal, valid, binding, and enforceable agreement containing an effective assumption of all of the Company's, as applicable, obligations hereunder and under the other Operative Agreements, and each other document contemplated hereby or thereby and delivers such instrument to the Indenture Trustee, (v) will expressly assume, by supplemental indenture to this Indenture, executed and provides an opinion from counsel (which counsel may be the Company's General Counsel) delivered to the Trustee and the Collateral AgentIndenture Trustee, in form which opinion shall be reasonably satisfactory to the Trustee Indenture Trustee, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition and the Collateral Agentinstrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions FAA as may be required by applicable law pursuant to preserve and protect the Liens on the Collateral owned by part A of subtitle VII or transferred ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code to evidence such Personmerger or consolidation; provided that, together with no such financing statements merger, consolidation or comparable documents as may -------- ---- conveyance, transfer or lease shall 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)permitted if, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes consolidation, merger, purchase, conveyance, transfer, lease or other disposition, an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction. Upon any consolidation or merger, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, transfer or other disposition lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be Company and the transfer of all or substantially all satisfaction of the properties and assets of conditions specified in this Section 4.02(e), the Issuer. (c) The Successor successor corporation formed by such consolidation or into which the Company will is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture Agreement and the Notes Collateral DocumentsLease and each other Operative Agreement and any other document contemplated hereby and thereby to which the Company is a party with the same effect as if such successor corporation had been named as the Company herein and therein. No such consolidation or merger, but in the case of a or sale, conveyance, transfer or lease of all or substantially all its assets, of the predecessor company will not be released assets of the Company as an entirety shall have the effect of releasing the Company or any successor corporation which shall theretofore have become the Company hereunder in the manner prescribed in this Section 4.02(e) from its obligations liability hereunder or under the Notesother Operative Agreements. Nothing contained herein shall permit any lease, this Indenture sublease, or other arrangement for the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2)use, (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary operation or possession of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to Aircraft except in compliance with the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile applicable provisions of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the IssuerLease. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Issuer will not Unless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers' Certificate, none of the Issuers shall consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assetsassets to, in any Person (other than a merger of a Wholly Owned Restricted Subsidiary into an Issuer or another Wholly Owned Restricted Subsidiary or a merger of one or more related transactions, to any PersonIssuer into another), unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a Person corporation organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia Columbia, and the Successor Company (if not the such Issuer) will shall expressly assume, by a supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the such Issuer under the Notes, Securities and this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Company, any other Issuer or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction transaction, as having been Incurred incurred by the applicable Successor Company or such Issuer or Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Collateral Agent 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 and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Indenture; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3).and (biv) For purposes if, as a result of this Section 4.1any such consolidation, merger or transfer, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead Principal Property of such SubsidiariesIssuer would become subject to a Lien which shall not be permitted by this Indenture, would constitute all such Issuer or substantially all of the properties and assets of Successor Company, as the Issuer on a consolidated basiscase may be, shall take such steps as shall be deemed necessary to be secure the transfer of Securities equally and ratably with (or prior to) all or substantially all of the properties and assets of the Issuer. (c) Indebtedness secured thereby. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the applicable Issuer under the Notes, this Indenture and the Notes Collateral Documents(as modified or supplemented by an Officers' Certificate, Board Resolution or supplemental indenture), but the predecessor Issuer in the case of a lease of all or substantially all of its assets, the predecessor company will assets shall not be released from its obligations under the Notes, this Indenture or obligation to pay the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) principal of and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens interest on the Collateral owned by or transferred to such Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); andSecurities.

Merger and Consolidation. (a) The Issuer Company will not consolidate with or merge with or into into, or convey, transfer or lease all of or substantially all its assetsassets to, in one or more related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume, by supplemental indenture to this Indentureindenture, executed and delivered to the Trustee and the Collateral AgentTrustee, in form satisfactory to the Trustee and the Collateral AgentTrustee, all the obligations of the Issuer Company under the NotesSecurities, this Indenture and Indenture, the Notes Registration Rights Agreement, the Collateral Documents (as applicable) and the applicable Person Intercreditor Agreement and shall cause such amendments, supplements and 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 Personthe Successor Company, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsjurisdictions; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and); (4) each Subsidiary Guarantor (unless it is the Issuer orother party to the transactions above, if applicable, the Successor Company in which case clause (1) shall apply) shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such by supplemental indenture (if any) comply with this Indenture and an Opinion confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from Securities and its obligations under the Notes, this Indenture or the Notes Collateral Documents. (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence)Registration Rights Agreement, the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (Collateral Documents and the applicable Person Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements and 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 PersonSubsidiary Guarantor, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction)jurisdictions; orand (ii5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (Aif any) either comply with this Indenture. For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Collateral Documents and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the preceeding clause (3), (x) a Guarantor is any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the continuing Person or Company and (y) the resultingCompany may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, surviving or transferee Person expressly assumes all in the case of a Restricted Subsidiary that merges into the obligations of Company, the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable documents as may Company will not be required to perfect any security interests in such Collateral which may be perfected by comply with the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionpreceding clause (5); and.

Merger and Consolidation. (a) The Issuer Borrower will not consolidate with or merge with or into into, or convey, transfer or lease all or substantially all its assets, in one transaction or more a series of related transactions, to any Person, unless: (1A) the Borrower is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and or existing under the laws of the jurisdiction of the Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, assume all the obligations of the Issuer Borrower under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction), and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsLoan Documents; (2B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3C) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 7.03(a), or (iib) the Fixed Charge Coverage Consolidated Total Leverage Ratio of the Borrower and its Restricted Subsidiaries would not be lower higher than it was immediately prior to giving effect to such transaction; (D) to the extent any assets of the Person which is merged or consolidated with or into the Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Borrower or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Collateral Documents in the manner and to the extent required in this Agreement or the applicable Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Collateral Documents; and (4E) the Issuer or, if applicable, the Successor Company Administrative Agent and Revolver Agent shall have delivered to the Trustee received all documentation and the Collateral Agent an Officer’s Certificate other information required by regulatory authorities under applicable “know your customer” and an Opinion of Counsel, each stating that such consolidation, merger or transfer anti-money laundering rules and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent); provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of factregulations, including as to satisfaction of Section 4.1(a)(2) and (3)without limitation the USA PATRIOT Act reasonably requested by the Lenders. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.[Reserved] (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower under the Notesthis Agreement, this Indenture and the Notes Collateral Documents, but Borrower will automatically and unconditionally be released and discharged from its obligations under this Agreement (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under the Notes, this Indenture or the Notes Collateral Documentslease). (d) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer. (e) No Guarantor may: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Person shall cause such amendments, supplements and 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 Person, together with such financing statements or comparable 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 Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and