Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") will be a 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.3(a); (4) unless the Company is the Successor 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 or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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) 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge will not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Notes, this Indenture and this Indenturethe Registration Rights Agreement; (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 and any related financing, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the Coverage Ratio Exception; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture indentures confirmed that its Note Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesNotes and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notes.. 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, (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor. In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than another Subsidiary Guarantor or the Company) and will not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor to any Person (other than another Subsidiary Guarantor or the Company) unless: (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture; or or (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor4.15.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by via a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, under the Notes and this IndentureIndenture 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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is a) the other party to the transactions above, in which case clause (1) shall apply or unless Fixed Charge Coverage Ratio of the Company is (or, if applicable, the Successor CompanyCompany thereto) shall have by supplemental indenture confirmed that its Note Guarantee shall apply 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 Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and this Indenture and the supplemental indenture are legal, valid and binding agreements enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee); 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, to any Person, unless: (1) the resulting, resulting surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by assume via a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, indenture all the obligations of the Company under the Notes and this 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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 immediately after giving effect to such Successor Company’s obligations in respect of this Indenture transaction and the Notesrelated 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 3.2(a) or (ii) the Consolidated Total Leverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee 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 indentures indenture (if any) comply with this IndentureIndenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form reasonably satisfactory to the Trustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact. For purposes of this Section 5.01SECTION 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 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. 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. (b) 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 the Notes and this Indenture, but, Indenture but in the case of a lease of all or substantially all its assets, the predecessor Company company will not be released from the obligation to pay the principal of and interest on the Notesits obligations under such Notes or this Indenture. (c) Notwithstanding SECTIONS 4.1(a)(2), 4.1(a)(3) and 4.1(a)(4) (which do not apply to transactions referred to in this sentence), (a) the 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 Company 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 4.1(a)(2) and 4.1(a)(3) (which do not apply to the transactions referred to in this sentence), the 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 Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (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) The Parent Guarantor 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 will be a corporation, partnership, trust or limited liability company organized and existing under the laws expressly assumes all 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 the Parent Guarantor under its Note the Parent Guarantee; , and (biii) immediately after giving effect to such the transaction, no Default or Event of Default shall have has occurred and be is continuing; and . (cf) Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence) (i) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary 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 Parent Guarantor, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (ii) (1) either (x) the Company or a Subsidiary GuarantorGuarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture; and (x2) 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. (i) Notwithstanding SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), any Subsidiary that is not a Subsidiary Guarantor may (i) consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantoranother Guarantor or the Company, (yii) the Company may merge consolidate or otherwise combine with or merge into an Affiliate incorporated solely or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor, reincorporating the Company Subsidiary Guarantor in another jurisdiction 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 (ziii) complete any Permitted Tax Restructuring, subject to complying with the express terms and conditions of the definition of “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 and the Note Guarantees, as the case may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorbe.

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless: (1i) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “Successor Company”) will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations payment when due of the Company principal of and interest (including Liquidated Damages, if any) on the Notes and the performance of each of the Company’s other obligations under the Notes and this Indenture; (2ii) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (b) the Successor Company agrees to be bound by this Indenture and (c) all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The In the event that Company will not consolidate with shall be a party to any transaction, including without limitation any (i) recapitalization or merge with or intoreclassification of the Common Stock (other than a change in par value, or conveyfrom par value to no par value, transfer or lease all from no par value to par value, or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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 a subdivision or combination of the Successor Company or such Subsidiary at the time of such transactionCommon Stock), no Default (ii) any consolidation of Company with, or Event merger of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect into, any other Person, any merger of this Indenture and the Notes; and (4) another Person into the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes outstanding shares 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 Common Stock of the Company), which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all (iii) any sale 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 or (iv) any compulsory share exchange, pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of this Warrant shall have the right thereafter, to exercise this Warrant for the kind and amount of securities, cash and other property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. Company or the person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 3. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed toabove provisions shall similarly apply to successive recapitalization, and be substituted forreclassifications, and may exercise every right and power ofconsolidations, the Company under this Indenturemergers, butsales, in the case of a lease of all transfers or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notesshare exchanges. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation 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 thereof or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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) each immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) if the Company is not the continuing obligor under this Indenture, then any Subsidiary Guarantor (Guarantor, unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) , shall have by supplemental indenture to this Indenture confirmed that its Note Subsidiary Guarantee of the Securities shall apply to such the Successor Company’s 's obligations in respect of this under the Indenture and the NotesSecurities; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties Properties and assets of one or more Subsidiaries of the Company, which properties Properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties 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, 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 Notes. (a) Securities. Notwithstanding the resultingforegoing, 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture, and may merge or consolidate with an Affiliate for such purpose; provided that the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities will not recognize income, each stating that such consolidation, merger gain or transfer and such supplemental indentures comply with this Indenture; or (2) the transaction results in the release loss for federal income tax purposes as a result of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenturereorganization. Notwithstanding the foregoingpreceding clause (3), (vx) any Restricted Subsidiary of the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary GuarantorCompany, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) if then a corporation, the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The Company will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties or assets toin one or more related transactions, any Person, to another Person unless: (1) the resultingCompany is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company, surviving or transferee Person (the “"Successor Company”") will be or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized and or existing under the laws of the United States of AmericaStates, any State of the United States state thereof or the District of Columbia and Columbia; (2) the Successor Company (if not or the Company) will expressly assumePerson to which such sale, by assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company pursuant to a supplemental indenture, executed and delivered to the Trustee, Indenture in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (23) immediately before and, on a pro forma basis, 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 continuingexists; (34) the Company or Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2; (5) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (46) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate that items (1) to (5) have been satisfied and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenturea legal opinion as to certain legal matters. For purposes of this Section 5.014.1, 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 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 forfor (with a release of the predecessor Company), and may exercise every right and power of, the Company under this Indenture, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (4), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, or merge with or into or transfer all or part of its properties and assets to into, the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge will not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (6).

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of the assets of the Company and its assets Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR COMPANY") will shall be a corporation 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 Company) will shall expressly assume, by an indenture supplemental indenturehereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2) immediately after giving PRO FORMA effect to such transaction (and treating any Indebtedness that which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of 69 such transaction as having been Incurred by the such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor immediately after giving PRO FORMA effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a)(1); (unless it is the 4) (other party than Guarantors that were Guarantors prior to the transactions abovesuch transaction and continue to be Guarantors after such transaction, in which case clause (1) shall apply or unless and upon consummation of such transaction, the Company is the Successor Company) shall have by supplemental indenture confirmed ), each Person that its Note Guarantee shall apply is required pursuant to such Successor Company’s obligations in respect the terms of this Indenture and to be a Guarantor shall have become a Guarantor pursuant to a Supplemental Guaranty Agreement or shall have confirmed its Guaranty pursuant to a supplemental indenture in form reasonably satisfactory to the NotesTrustee; and (45) the Company and each appropriate Guarantor shall have delivered to the Trustee 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 indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.01; PROVIDED, the saleHOWEVER, leasethat clause (3) will not be applicable to (A) Parent or a Restricted Subsidiary consolidating with, conveyancemerging into, assignmentconveying, transfer, transferring or other disposition of leasing all or substantially all part of the properties and its assets of one or more Subsidiaries of the Company, which properties and assets, if held by to the Company instead of such Subsidiaries, would constitute all or substantially all of (B) the properties and assets Company merging with an Affiliate of the Company on a consolidated basis, solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction within the United States of America. The Successor Company (if not the Company) shall be deemed the successor to be the transfer of all or substantially all of the properties Company and assets of the Company. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, butand the predecessor Company, except in the case of a lease of all or substantially all its assetslease, the predecessor Company will not shall be released from the obligation to pay the principal of and interest on the NotesSecurities. (ab) Parent shall not, and the Company and Parent shall not permit any Guarantor to, consolidate with or merge with or into, or convey, transfer or lease, in one 70 transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) (other than in the case of a Guarantor (other than Parent) that has been disposed of in its entirety to another Person (other than to Parent or a Subsidiary of Parent), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the 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 4.07 in respect of such disposition), 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 the Company or a Person that was a Guarantor immediately prior to such Subsidiary Guarantortransaction) will shall expressly assume, by supplemental indenture, executed and delivered to the Trusteea Supplemental Guaranty Agreement, all the obligations of such Subsidiary Guarantor under its Note Guarantee; Guaranty; (b2) 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 or Event of Default shall have occurred and be continuing; and and (c3) the Company will have delivered delivers to the Trustee 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 indentures comply Supplemental Guaranty Agreement, if any, complies with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration Rights Agreement; (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 and any related financing, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 will company shall be released from its obligations under this Indenture and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge shall not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. (a) The Company Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyIssuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Issuer under the Notes and this IndentureIndenture 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 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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is the other party to the transactions above, in which case clause (1a) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply hereof or (b) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel 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 Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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 CompanyIssuer, which properties and assets, if held by the Company Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Issuer. (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 Issuer under this Indenture, but, Indenture but in the case of a lease of all or substantially all its assets, the predecessor Company company will not be released from the obligation to pay the principal of and interest on its obligations under this Indenture or the Notes. (ad) Notwithstanding the resultingpreceding clauses (a)(2), surviving or transferee Person will be a corporation(a)(3) and (a)(4) (which do not apply to transactions referred to in this sentence), partnership, trust or limited liability company organized and existing under the laws (i) any Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary Issuer may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, Issuer and (xii) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(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 so long as the amount of Indebtedness is not increased thereby. (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 not Guarantor or becomes a Subsidiary Guarantor, Guarantor concurrently with the transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the Company may merge with resulting, surviving or into an Affiliate incorporated solely for transferee Person expressly assumes all of the purpose obligations of reincorporating the Company in another jurisdiction and (z) Guarantor under its Guarantee of the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.Notes; and

Merger and Consolidation. The Company will Guarantor shall not consolidate with or merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its properties and assets to, any Person, whether in a single transaction or a series of related transactions, unless: (1i) the Guarantor is the surviving Person in such merger or the resulting, surviving or transferee Person (the “Successor CompanyGuarantor”) will shall be a 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 Guarantor (if not the CompanyGuarantor) will shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Guarantor under the Notes Guarantee of the Securities and this Indenture; (2ii) 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 under Section 6.01(1) or (2) or Event of Default with respect to any Series guaranteed by the Guarantor shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company Successor Guarantor or the Guarantor, as applicable, shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes In the event of this Section 5.01the assumption by the Successor Guarantor of the obligations of the Guarantor as provided above as a result of a merger or consolidation, such Successor Guarantor shall succeed to and be substituted for the Guarantor hereunder and under the Securities and the Guarantee and all such obligations of the Guarantor shall terminate; provided, however, that no sale, lease, conveyance, assignment, transfer, lease or other disposition shall have the effect of all releasing the Person named as the “Guarantor” in the first paragraph of this Indenture or substantially any successor Person which shall theretofore have become such in the manner prescribed in this Article from its liability as guarantor under the Guarantee. A Successor Guarantor may cause to be signed any or all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially Guarantees to be endorsed upon all of the properties and assets of Securities issuable hereunder which theretofore shall not have been signed by 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, 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 Notes. (a) 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 Issuer and delivered to the Trustee, . All the Guarantees so issued will in all respects have the obligations same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event Guarantees had been issued at the date of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorexecution hereof.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation 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 or Thailand, and the Successor Company (if not the Company) will shall expressly assume, by indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, including the obligations under the Notes and this Indenture; , the Security Sharing Agreement and the Security Documents; (2ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness that which 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; continuing (3or would result therefrom); (iii) each Subsidiary Guarantor immediately after giving effect to such transaction on a pro forma basis (unless it is and treating any Indebtedness which becomes an obligation of the other party Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction), the Successor Company would be able to incur an additional U.S.$1.00 of Indebtedness pursuant to the transactions abovefirst paragraph of Section 4.03; (iv) immediately after giving effect to such transaction on a pro forma basis (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 the Successor Company or such Restricted Subsidiary at the time of such transaction), the Successor Company shall have Consolidated Net Worth in an amount which case clause (1) shall apply or unless is not less than the Consolidated Net Worth of the Company is immediately prior to such transaction; (v) the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that the holders of the Securities will not recognize income, gain, or loss for United States Federal income tax purposes as a result of such transaction, and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case as if the transaction had not occurred, and there will be no additional Thai Taxes and no Taxes of any other jurisdiction imposed on any payments made pursuant to the Securities or the Guaranty; and (vi) each of the Company and the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indentures (if any) comply with this Indenture. For purposes of , and this Section 5.01Indenture (including the Guaranty), the saleSecurity Sharing Agreement, leasethe Security Documents, conveyance, assignment, transfer, or other disposition of and the Securities remain and will be in full force and effect against all or substantially all of applicable parties and the properties and assets of one or more Subsidiaries of Liens with respect to the Company, Collateral (which properties and assets, if held shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) continue in full force and effect. The Successor Company instead of such Subsidiaries, would constitute all or substantially all of shall be the properties and assets of successor to the Company on a consolidated basis, and 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, but, but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. (a) the resulting, surviving Securities. The Issuers shall not consolidate 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into any other Person, or convey, transfer or lease all or part substantially all its assets to any other Person, and all of its properties and assets to outstanding Capital Stock shall at all times be owned by the Company or a Subsidiary Guarantorfree and clear of all Liens (other than Liens securing the Securities, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties the Senior Notes and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorDebentures).

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation 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 thereof or the District of Columbia and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary 60 54 of the Successor Company as a result of such transaction as having been Incurred incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) each Subsidiary Guarantor (unless it is the other party immediately after giving effect to the transactions abovesuch transaction, in which case clause (1) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of Section 3.3 of this Indenture and the NotesIndenture; and (4iv) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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, 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 Notes. Securities. Solely for the purpose of computing amounts described in clause 3(A) of Section 3.5(a), 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 clauses (aii) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws (iii) of the United States first sentence of America, this Section 4.1: (i) any State Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, and (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yii) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The Company will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets to, in a single transaction or series of transactions to any Person, unless; provided that: (1) any Restricted Subsidiary of the resultingCompany may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or transferee continuing corporation or (ii) any other Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4 (and, if such conveyance, transfer or lease constitutes a conveyance, transfer or lease of substantially all of the consolidated assets of the Company, in compliance with the provisions of clause (2) of this Section 10.5); and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Company”) will "SUCCESSOR CORPORATION"), shall be a solvent 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 and Columbia; (b) if the Company is not the Successor Company (if not the Company) will expressly assumeCorporation, by supplemental indenture, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the Trustee, in form due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the TrusteeRequired Holders), and the Successor Corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Subsidiary Guarantor that the obligations of the Company under the Notes Subsidiary Guaranty continues in full force and this Indenture;effect; and (2c) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notesexist. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unlessunless either: (1i) such Borrower is the surviving Person or (ii) if such Borrower is not the surviving Person, (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyBorrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes and this IndentureBorrower 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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4C) the Company Administrative Agents shall have delivered to received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Trustee an Officer’s Certificate and an Opinion of CounselUSA PATRIOT Act reasonably requested by the Lenders, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. including a beneficial ownership certificate; For purposes of this Section 5.017.04, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 CompanyBorrower. 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, 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 Notes[Reserved]. [Reserved]. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") will be a 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.3; (4) unless the Company is the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee (if any) shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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) 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary GuarantorCompany, (y) provided, that the Company incurs no additional Indebtedness as a result of such merger, the Company may consolidate with or merge with New Holdings, and (z) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a merger of a Restricted Subsidiary or New Holdings into the Company, the Company may consolidate with, merge will not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. (a) The Company will Parent Guarantor shall not consolidate with or merge with or into, or convey, sell, transfer or lease all or substantially all its assets to, to any PersonPerson in any one transaction or series of related transactions, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of Israel, the United States of America, any State state of the United States or the District of Columbia and the Successor Company (if not the CompanyParent Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Parent Guarantor under the Notes and this Indenture; (2ii) immediately after giving effect to such transaction or series of transactions (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 or series of transactions 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; (3iii) each Subsidiary Guarantor immediately after giving effect to such transaction or series of transactions, either (unless it is the other party to the transactions above, in which case clause (1x) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.09(a) shall have by supplemental indenture confirmed that or (y) the Fixed Charge Coverage Ratio of the Successor Company and its Note Guarantee shall apply Restricted Subsidiaries would be no less than it was immediately prior to such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4iv) the Company Parent Guarantor 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 indentures indenture (if any) comply with the 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 Successor 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 Sections 5.01(a)(ii) and (iii), as applicable. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture and the Notes, but in the case of a lease of all or substantially all its assets, the predecessor Person will not be released from its obligations under this Indenture or the Notes. (c) Notwithstanding the preceding clauses (ii), (iii) and (iv) (which do not apply to transactions referred to in this sentence) in Section 5.01(a), (1) any Restricted Subsidiary of the Parent Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Parent Guarantor, (2) 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 (subject to the provision set forth in Section 5.01(e) governing Subsidiary Guarantors) and (3) the Parent Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Parent Guarantor, reincorporating or reorganizing the Parent Guarantor in another jurisdiction, or changing the legal form of the Parent Guarantor. (d) The Company may not, directly or indirectly, consolidate, amalgamate, or merge with or into another Person unless (1)(a) the Company, as a result of the transaction, ceases to be a Subsidiary of the Parent Guarantor in compliance with Section 4.08; provided at least one Restricted Subsidiary of the Parent Guarantor (or the Parent Guarantor) expressly assumes all the obligations of the Company under the Notes and this Indenture or (b) the Company is the surviving Person or the resulting, surviving or transferee Person (if not the Company) shall expressly assume all the obligations of the Company under the Notes and this Indenture and (2) immediately after such transaction, no Event of Default exists. (e) No Subsidiary Guarantor may consolidate with or merge with or into, or convey, sell, transfer or lease all or substantially all its assets in any one transaction or series of related transactions to any Person, unless: (i) (1) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a Person organized and existing under the laws of Israel, the United States of America, any state of thereof or the District of Columbia or the jurisdiction of such Subsidiary Guarantor and the Successor Guarantor (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 its Note Guarantee and this Indenture; (A) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Subsidiary of the Successor Guarantor as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; and (B) such Subsidiary Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel (which may be combined with the Opinion of Counsel mentioned earlier in this sentence) 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 Successor Guarantor; 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 5.01(e)(i)(2); or (ii) the transaction or series of transactions constitutes the conveyance, sale or other transfer (including by consolidation or merger) of a Subsidiary Guarantor or the conveyance, sale or other transfer of all or substantially all of the assets of such Subsidiary Guarantor (in each case, other than to the Company or any other Guarantor) in compliance with Section 4.08 and otherwise permitted by this Indenture. . (f) The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the predecessor Subsidiary Guarantor under this Indenture and the Note Guarantee, but in the case of a lease of all or substantially all its assets, the predecessor Subsidiary Guarantor will not be released from its obligations under this Indenture or such Note Guarantee. (g) 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 CompanyCompany or of a Guarantor, as applicable, which properties and assets, if held by the Company or a Guarantor, as applicable, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or a Guarantor, as applicable, 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 toor such Guarantor, and be substituted for, and may exercise every right and power of, the Company under this Indenture, 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 Notesas applicable. (ah) the resultingAny reference in this Indenture to a merger, surviving transfer, consolidation, amalgamation, assignment, sale, disposition or transferee Person will transfer, or similar term, shall be deemed to apply to a corporationdivision of, partnershipor by, trust or a limited liability company organized and existing under the laws company, limited partnership or trust, or an allocation 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not series of a Subsidiary Guarantorlimited liability company, limited partnership or trust (y) or the Company may merge unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorseparate Person.

Merger and Consolidation. The Company (a) Neither Issuer will not consolidate with or merge with or intointo or wind up into (whether or not such Issuer is the surviving corporation), or and Holdings may not convey, transfer or lease all or substantially all of its and the Restricted Subsidiaries’ assets in one or more related transactions to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture; (2ii) 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; (3iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 5.09(a); (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this the Indenture and the Notes; and (4v) the Company Issuers 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 indentures indenture (if any) comply with this the Indenture. . (b) For purposes of this Section 5.016.01, 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 CompanyHoldings, which properties and assets, if held by the Company Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Holdings on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of Holdings. (c) Notwithstanding Section 6.01(a)(iii), (x) any Restricted Subsidiary (other than an Issuer) may consolidate with, merge into or transfer all or part of its properties and assets to Holdings or the Company. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will succeed tomay consolidate with, merge into or transfer all or part of its properties and be substituted for, assets to a Wholly-Owned Subsidiary and may exercise every right and power of, (y) the Company under this Indenture, butmay merge with an Affiliate formed solely for the purpose of reforming the Company in another jurisdiction; provided that, in the case of a lease of Restricted Subsidiary (other than an Issuer) that consolidates with, merges into or transfers all or substantially all part of its assetsproperties and assets to the Company, the predecessor Company will not be released from required to comply with Section 6.01(a)(v). (d) Notwithstanding anything herein to the obligation contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of the Indenture) is a corporation, Finance Co may be dissolved in accordance with the Indenture and may cease to pay be an Issuer; provided that, to the principal extent the Company or any Person formed by or surviving any such consolidation or merger is not a corporation, Finance Co shall not be dissolved and shall not cease to be an Issuer. (e) The Issuers will not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of and interest on substantially all of the Notes.assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor) unless: (a) 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 its Note Guarantee; 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 or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or or (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof 5.13 and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 5.07.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration Rights Agreement; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes.Securities. 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; provided 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). 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 another Subsidiary Guarantor) unless: (1) (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 and such Person (if not such Subsidiary Guarantor) will expressly assume, shall have confirmed by supplemental indenture, executed indenture that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and delivered to the Trustee, all Securities and the obligations of such Subsidiary Guarantor under its Note Guaranteethe Registration Rights Agreement shall continue to be in effect; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or and (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof 3.5, Section 3.9 and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 4.1.

Merger and Consolidation. (a) The Company will Borrower shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Personperson, unless: (1) the resulting, surviving or transferee Person person (the “Successor Company”) will shall be a corporation 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 CompanyBorrower) will shall expressly assume, by supplemental indentureagreement, executed and delivered to the TrusteeAdministrative Agent, in form reasonably satisfactory to the TrusteeAdministrative Agent, all the obligations of the Company Borrower under the Notes Loans and this IndentureAgreement; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which 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) each Subsidiary Guarantor (unless it is the other party immediately after giving pro forma effect to the transactions abovesuch transaction, 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 Company would be able to such Successor Company’s obligations in respect Incur an additional $1.00 of this Indenture and the NotesIndebtedness pursuant to Section 6.01(a); and (4) the Company Borrower shall have delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this IndentureAgreement provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Borrower or (B) the Borrower merging with an Affiliate of the Borrower solely for the purpose and with the sole effect of reincorporating the Borrower in another jurisdiction. For purposes of this Section 5.016.04, 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 CompanyRestricted Subsidiaries, which properties and assets, if held by the Company Borrower instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basisBorrower and the Restricted Subsidiaries, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyBorrower. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will shall be the successor to the Borrower and shall succeed to, and be substituted for, and may exercise every right and power of, the Company Borrower under this IndentureAgreement, butand the predecessor Company, except in the case of a lease of all or substantially all its assetslease, the predecessor Company will not shall be released from the obligation to pay the principal of and interest on the NotesLoans. (ab) The Borrower shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or series of transactions, all or substantially all of its assets to any person unless: (1) except in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another person (other than to the Borrower or an Affiliate of the Borrower), whether through a merger, consolidation or sale of Equity Interests or assets, if in connection therewith the Borrower provides an Officers’ Certificate to the Administrative Agent to the effect that the Borrower will comply with its obligations under Section 6.05 in respect of such disposition, the resulting, surviving or transferee Person will person (if not such Subsidiary) shall be a corporation, partnership, trust or limited liability company 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 of the United States hereof or the District of Columbia Columbia, and such Person (if not such Subsidiary Guarantor) will person shall expressly assume, by supplemental indenture, executed and delivered in a form satisfactory to the TrusteeAdministrative Agent, all the obligations of such Subsidiary, if any, under the Subsidiary Guarantor under its Note GuaranteeGuaranty; (b2) 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 or Event of Default shall have occurred and be continuing; and (c3) the Company will have delivered Borrower delivers to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply complies with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorAgreement.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and the Registration Rights Agreement; provided that if the Successor Company is not organized as a corporation after such transaction, MNA Finance Corp. or a successor U.S. corporation which is a Restricted Subsidiary of the Successor Company shall continue to be co-obligor of the Securities and shall have by supplemental indenture confirmed its obligations under this Indenture, the Securities and the Registration Rights Agreement; (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, (a) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2 or (b) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; provided, that the provisions of this Section 4.1 shall not apply to the Merger. For purposes of this Section 5.014.1, 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 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 Issuers under this Indenture, 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 Notes.Securities. Notwithstanding the preceding clause (3), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, (y) 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 Issuers will not be required to comply with the preceding clause (5). In addition, the Company will not permit any Subsidiary Guarantor to consolidate with, 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 (except to the Company or 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 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 its Note GuaranteeColumbia; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or and (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof 3.5 and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 4.1.

Merger and Consolidation. The Company Borrower will not consolidate with or merge with or intointo any other Person, or convey, transfer or lease all or substantially all its properties and assets to, any to 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 corporation 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 Company) will expressly assumeassumes, by supplemental indenture, executed and delivered a supplement to the Trustee, in form reasonably satisfactory to the Trusteethis Agreement, all the obligations of the Company Borrower’s obligations under the Notes and this Indenture;Agreement; and (2c) immediately after the transaction and the Incurrence or anticipated Incurrence of any Debt to be Incurred in connection therewith, no Event of Default exists; and (d) immediately after giving effect to such transaction (and treating any Indebtedness that becomes transaction, the continuing or surviving Person would be able to Incur at least an obligation additional $1.00 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 transactionDebt pursuant to Section 9.01(a), no Default or Event of Default shall have occurred and be continuing;; and (3e) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture supplement to the Guaranty Agreement confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations (if other than the Borrower) in respect of this Indenture Agreement and the NotesNotes and shall continue to be in effect; and (4f) the Company shall have a certificate of a Responsible Officer is delivered to the Trustee an Officer’s Certificate Administrative Agent to the effect that the conditions set forth above have been satisfied and an Opinion opinion of Counsel, each stating counsel reasonably acceptable to the Administrative Agent has been delivered to the Administrative Agent to the effect that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenturethe conditions set forth above have been satisfied. For purposes of the first paragraph of this Section 5.019.09, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such its Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyBorrower. The predecessor Company will be released from Notwithstanding clauses (c) and (d) above and clause (a)(ii) below, (x) any Subsidiary may consolidate with, merge into or transfer all or part of its obligations under this Indenture properties and assets to the Successor Company will succeed to, Borrower or another Subsidiary and be substituted for, and (y) the Borrower may exercise every right and power of, merge with an Affiliate incorporated solely for the Company under this Indenture, butpurpose of reincorporating the Borrower in another jurisdiction; provided that, in the case of a Subsidiary that merges into the Borrower, the Borrower will not be required to comply with clause (e) above. The Borrower will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or 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 its assets, of the predecessor Company will not be released from the obligation to pay the principal of Subsidiary Guarantor’s properties and interest on the Notes. (a) the resulting, surviving or transferee Person will be assets are transferred is a corporation, partnership, limited liability company, business trust, trust or limited liability company 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 and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered supplement to the TrusteeGuaranty Agreement, all the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee; (bii) immediately after giving effect the transaction and the Incurrence or anticipated Incurrence of any Debt to such transactionbe Incurred in connection therewith, no Default or Event of Default shall have occurred and be continuingexists; and (ciii) the Company Borrower will have delivered deliver to the Trustee an Officer’s Certificate Administrative Agent a certificate of a Responsible Officer and an Opinion opinion of Counselcounsel reasonably acceptable to the Administrative Agent, each stating to the effect that such consolidation, merger or transfer and such supplemental indentures comply with this Indenturethe conditions set forth above have been satisfied; or or (2b) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor9.06.

Merger and Consolidation. (1) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated basis to, any Person, unless: (1A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation company, 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this the Indenture; provided that if the Successor Company is not a corporation, a corporate wholly owned Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia shall become a co-issuer of the Securities; (2B) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4C) the Company shall have has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indentures (if any) indenture comply with this Indenture. Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with. (2) For purposes of this Section 5.01, Article VIII 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 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. Company on a consolidated basis. (3) The predecessor Company will be released from its obligations under this the Securities and the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Securities and the Indenture, 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 NotesSecurities. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless: (1i) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “Successor Company”) will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations payment when due of the Company principal of and interest (including Liquidated Damages, if any) on the Notes and the performance of each of the Company’s other obligations under the Notes and this Indenture; (2ii) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (b) the Successor Company agrees to be bound by this Indenture and (c) that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation 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 Company) will shall expressly assume, by an indenture supplemental indenturethereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which 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 such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor immediately after giving pro forma effect to such transaction, (unless it is A) the other party Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the transactions above, in which case clause (1) shall apply Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or unless greater than such ratio for the Company is the Successor Company) shall have by supplemental indenture confirmed that and its Note Guarantee shall apply Restricted Subsidiaries immediately prior to such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.01; provided, the salehowever, leasethat clause (3) shall not be applicable to (A) a Restricted Subsidiary consolidating with, conveyance, assignment, transfer, merging into or other disposition of transferring all or substantially all part of the its properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by to the Company instead of such Subsidiaries, would constitute all or substantially all of any Restricted Subsidiary or (B) the properties and assets Company merging with an Affiliate of the Company on a consolidated basis, solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction. The Successor Company shall be deemed the successor to be the transfer of all or substantially all of the properties Company and assets of the Company. The predecessor Company will be released from its obligations under this Indenture and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, butand the predecessor Company, except in the case of a lease of all or substantially all its assetslease, the predecessor Company will not shall be released from the obligation to pay the principal of and interest on the NotesSecurities. (ab) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless: (1) the resulting, surviving or transferee Person will (if not such Subsidiary) shall be a corporation, partnership, trust or limited liability company 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 of the United States thereof or the District of Columbia Columbia, and such Person (if not such Subsidiary Guarantor) will shall expressly assume, by supplemental indenturea Guaranty Agreement, executed and delivered in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty, except that the foregoing requirements of this clause (b)(1) shall not apply in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Company or a Subsidiary of the Company) or otherwise ceases to be a Subsidiary Guarantor as a result of such transaction or series of transactions, whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company shall comply with its obligations under its Note Guarantee; Section 4.06 in respect of such disposition; (b2) 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 or Event of Default shall have occurred and be continuing; and and (c3) the Company will have delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply Guaranty Agreement, if any, complies with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may Guarantor shall be entitled to consolidate with, with or merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or part substantially all of its properties and assets to the Company or a another Subsidiary Guarantor, . (xc) any Subsidiary that is Parent shall not a Subsidiary Guarantor may consolidate with, merge with or into into, or convey, transfer or lease, in one transaction or a series of transactions, all or part substantially all of its properties and assets to any Person unless: (1) the resulting, surviving or transferee Person (if not Parent) shall be a Subsidiary that is not Person organized and existing under the laws of the jurisdiction under which Parent 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 assume all the obligations of Parent, if any, under the Parent Guaranty; (2) immediately after giving effect to such transaction or transactions on a Subsidiary Guarantorpro 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 (y3) the Company may merge with or into delivers to the Trustee an Affiliate incorporated solely for the purpose Officers’ Certificate and an Opinion of reincorporating the Company in another jurisdiction and (z) the Company may consolidate withCounsel, merge with or into each stating that such consolidation, merger or transfer all or part and execution of its properties and assets to a Subsidiary Guarantorsuch Guaranty Agreement, if any, complies with this Indenture.

Merger and Consolidation. The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Subsidiary (other than a Subsidiary Guarantor) so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity, (ii) a Subsidiary Guarantor so long as in any merger or consolidation involving a Subsidiary Guarantor (and not involving the Company), such Subsidiary Guarantor shall be the surviving or continuing entity or (iii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; and (b) the foregoing restrictions do not apply to the consolidation or merger of the Company or any Subsidiary Guarantor with, or the conveyance, transfer or lease of substantially all of the assets of the Company or such Subsidiary Guarantor in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1i) in the resultingcase of the Company, surviving the successor formed by such consolidation or transferee the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a corporation solvent 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 and and, if the Company is not the Successor Company (if not the Company) will expressly assumeCorporation, by supplemental indenture, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the Trustee, in form due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this IndentureRequired Holders) ; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation in the case of the Successor Company or any Subsidiary of Guarantor, the Successor Company as a result successor formed by such consolidation or the survivor 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 5.01, the sale, lease, Person that acquires by conveyance, assignment, transfer, transfer or other disposition of lease all or substantially all of the properties and assets of one or more Subsidiaries of such Subsidiary Guarantor as an entirety, as the Company, which properties and assets, if held by case may be (the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis“Successor Guarantor Corporation”), 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, 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 Notes. (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company solvent 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 and or the jurisdiction in which such Person (Subsidiary Guarantor was organized prior to such consolidation or merger, and, if such Subsidiary Guarantor is not such Subsidiary Guarantor) will expressly assumeSuccessor Guarantor Corporation, by supplemental indenture, such Successor Guarantor Corporation shall have executed and delivered to each holder of Notes its assumption of the Trustee, all due and punctual performance and observance of each covenant and condition of the obligations Subsidiary Guaranty Agreement of such Subsidiary Guarantor (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders); (iii) in each case under its Note Guaranteeclauses (i) and (ii) above, the Successor Corporation or Successor Guarantor Corporation, as applicable, shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms; and (biv) immediately after giving effect to such transaction, transaction no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorwould exist.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation 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 Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to clause (x) of Section 3.3(a)(1); (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) apply), if any, shall have by supplemental indenture confirmed that its Note Guarantee Notes Guarantee, if any, shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, 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 Notes.Securities. Solely for the purpose of computing amounts described in clause (c)(i) of Section 3.4(a), 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. The Company shall not permit any Subsidiary Guarantor (if any) to consolidate with or merge with or into any Person (other than another Subsidiary Guarantor) unless either (ai) the resulting, surviving or transferee Person will shall 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 shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Notes Guarantee; ; (bii) 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 of the Company as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and and (ciii) the Company will shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenturethe terms hereof; or or (2B) the such transaction results in the release Company receiving cash or other property (other than Capital Stock representing a controlling interest in the successor entity), and the transaction is made in compliance with the terms of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture3.7. Notwithstanding the foregoingpreceding clause (3) of the first sentence of this Section 4.1, (vx) any Restricted Subsidiary of the Company may effect (other than a reorganization described in the proviso to the definition of “Change of Control,” (wReceivables Entity) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary of the Company may consolidate withthat merges into the Company, merge the Company shall not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. Section 11.01 of the Base Indenture shall be superseded in its entirety by this Section 4.3 with respect to the Notes. (a) The Company will not consolidate with or merge with or into, or sell, convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets to, any Person, unless: (1) The Company is the surviving Person or the resulting, surviving or transferee Person or lessee (the “Successor Company”) will be is a corporation corporation, limited liability company, partnership or similar 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 and the Successor Company (if not the Company) will expressly assumeassumes, by an indenture supplemental indenture, executed and delivered to the Trustee, in form reasonably thereto satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture; (2) immediately after giving pro forma effect to such transaction or transactions (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 incurred by the such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (43) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this the Indenture. For purposes of this Section 5.014.3(a), 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 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 will be released from its obligations under this Indenture and the Successor Company will succeed to, and be substituted for, the Company, and may exercise every right all of the rights and power ofpowers of the Company, under the Indenture. The Company will be relieved of all obligations and covenants under this the Notes and the Indenture, but; provided that, in the case of a lease of all or substantially all its assetsof properties or assets of the Company, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (ab) Subject to Section 3.3, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or sell, 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) such Subsidiary Guarantor is the surviving Person or the resulting, surviving or transferee Person will be or lessee is a corporation, partnership, trust or limited liability company company, partnership or similar 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 and such the resulting, surviving or transferee Person (if not such Subsidiary GuarantorSubsidiary) will expressly assumeassumes, by a guarantee agreement in the form of a supplemental indenture, executed and delivered indenture satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor Subsidiary, if any, under its Note Subsidiary Guarantee; ; (b2) immediately after giving pro forma effect to such transaction or transactions (and treating any Indebtedness that 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 or Event of Default shall have occurred and be continuing; and and (c3) the Company will 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 indentures guarantee agreement (if any) comply with this the Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this IndentureIndenture 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 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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is the other party to the transactions above, in which case clause (1i) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) shall have by supplemental indenture confirmed that or (ii) the Consolidated Non-Funding Debt to Tangible Equity Ratio of the Successor Company and its Note Guarantee shall apply Restricted Subsidiaries would not be greater than it was immediately prior to giving effect to such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 Successor 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) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture. , 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 this Indenture or the Notes. (c) Notwithstanding Section 4.1(a)(2), (3) and (4) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company, (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 (subject to the provision set forth in Section 4.1(d)) and (iii) the 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 Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (d) No Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any Person, unless (i) the resulting, surviving or transferee Person (the “Successor Guarantor”) 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 or the jurisdiction of such Guarantor and the Successor Guarantor (if not such Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under the Guarantee and this Indenture (although in the case of a lease of all or substantially all its assets, the predecessor Guarantor will not be released from its obligations under this Indenture or its Guarantee of the Notes); (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Subsidiary of the Successor Guarantor as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (iii) such Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel (which may be combined with the Opinion of Counsel mentioned earlier in this sentence) 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 Successor Guarantor, 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 clause (ii) above. (e) For purposes of this Section 5.014.1, 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 CompanyCompany or of a Guarantor, as applicable, which properties and assets, if held by the Company or a Guarantor, as applicable, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or a Guarantor, as applicable, 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 toor such Guarantor, and be substituted for, and may exercise every right and power of, the Company under this Indenture, 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 Notesas applicable. (af) The foregoing provisions (other than the resulting, surviving or transferee Person will be requirements of Section 4.1(a)(2)) shall not apply to the creation of a corporation, partnership, trust or limited liability company organized and existing under the laws new Subsidiary as a Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorCompany.

Merger and Consolidation. The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is a Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; (2) any Person that is not a Subsidiary may merge or consolidate with and into any Subsidiary, provided that (a) if such Subsidiary is a Subsidiary Guarantor, the survivor shall be a Subsidiary Guarantor (unless such Subsidiary Guarantor is otherwise released pursuant to Section 2.2(b) of this Agreement) and (b) if such Subsidiary is not a Subsidiary Guarantor and the survivor is not a Subsidiary, such transaction is permitted by Section 10.4; and (3) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long as: (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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 basisas an entirety, as the case may be, 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, 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 Notes. (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust solvent corporation or limited liability company organized and existing under the laws of the United States of America, or any State of the United States or state thereof (including the District of Columbia and such Person (Columbia), and, if the Company is not such Subsidiary Guarantorcorporation or limited liability company, (i) will expressly assume, by supplemental indenture, such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the Trusteedue and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the obligations of such terms hereof; (b) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its Note Guaranteeobligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders; and (bc) immediately before and immediately after giving effect to such transactiontransaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing; and continuing (c) it being agreed that, for purposes of determining compliance with Section 10.1, such transaction shall be treated on a pro forma basis for the relevant period as having been consummated as of the last day of the immediately preceding fiscal quarter). No such conveyance, transfer or lease of substantially all of the assets of the Company will shall have delivered to the Trustee an Officer’s Certificate and an Opinion effect of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to releasing the Company or a Subsidiary Guarantor, (x) any Subsidiary successor corporation or limited liability company that is not a Subsidiary Guarantor may consolidate with, merge with shall theretofore have become such in the manner prescribed in this Section 10.5 from its liability under this Agreement or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorNotes.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation corporation, partnership, trust, limited liability company or other similar 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; ; (2ii) 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; ; (3iii) each Subsidiary Guarantor (unless it is the other party immediately after giving effect to the transactions abovesuch transaction, 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 Company would be able to such Successor Company’s obligations in respect Incur at least an additional $1.00 of this Indenture Indebtedness pursuant to Section 3.3(a); and the Notes; and (4iv) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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 shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. Securities. Notwithstanding clauses (aii) and (iii) and the resultingfirst sentence of this Section 4.1, surviving or transferee Person will be a corporation(i) any, partnership, trust or limited liability company organized and existing under the laws Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, and (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yii) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person Person, if other than the Company (the “"Successor Company”) "), will be a corporation 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 thereof or the District of Columbia or the Cayman Islands and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is a) the other party Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.3(a) or (b) the Consolidated Coverage Ratio for the Successor Company would not be less than the Consolidated Coverage Ratio of the Company immediately prior to 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 Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (vx) any Restricted Subsidiary of the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor and the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a any Restricted Subsidiary that is not a Subsidiary Guarantor, and (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. (a) The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unlessunless either: (i) the Borrower is the surviving Person or (ii) if the Borrower is not the surviving Person, (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyBorrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes and this IndentureBorrower hereunder; (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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor immediately after giving pro forma effect to such transaction, either (unless a) the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 2.80:1.00 or (b) the Consolidated Total Leverage Ratio of the Borrower and the #94164975v6 Exhibit 10.14 Restricted Subsidiaries would not be higher than it is was immediately prior to giving effect to such transaction; and #94164975v6 Exhibit 10.14 1. the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) Administrative Agent shall have received all documentation and other information required by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Notes; andUSA PATRIOT Act reasonably requested by the Lenders, including a beneficial ownership certificate; (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. a. For purposes of this Section 5.017.04, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 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, 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 NotesBorrower. (a) 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, b. [Reserved]. c. [Reserved]. d. Notwithstanding 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions other provision of this Indenture. Notwithstanding the foregoingSection 7.04, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wi) any Restricted Subsidiary may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company Borrower or a Subsidiary Guarantor, (xii) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (iii) the Borrower and the Restricted Subsidiaries may complete any Disposition permitted under this Agreement, Permitted Investment, Permitted IPO Reorganization or Permitted Tax Restructuring. e. The foregoing provisions (other than the requirements of Section 7.04(b)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower. f. No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (i) the other Person is the Borrower or any Restricted Subsidiary that is not Guarantor or becomes a Subsidiary Guarantor, Guarantor concurrently with the transaction; or (ii) (A) either (x) the Borrower or a Guarantor is the continuing Person or (y) the Company may merge with resulting, surviving or into an Affiliate incorporated solely for transferee Person expressly assumes all of the purpose obligations of reincorporating the Company in another jurisdiction Guarantor under its Guarantee of the Secured Obligations, this Agreement and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.Collateral Documents; and

Merger and Consolidation. (a) The Company will not (i) consolidate with or merge with or intointo another Person (regardless of whether the Company is the surviving corporation), convert into another form of entity or conveycontinue in another jurisdiction; or (ii), transfer directly or lease indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets toproperties or assets, any in one or more related transactions, to another Person, unless: (1) either: (a) the resultingCompany is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger or resulting from such conversion (if other than the Company) or to which such sale, surviving assignment, transfer, lease, conveyance or transferee Person (the “Successor Company”) will be other disposition has been made is a corporation corporation, limited liability company or limited partnership organized and or existing under the laws of the United States of AmericaStates, any State state of the United States or the District of Columbia and Columbia; (2) the Successor Company Person formed by or surviving any such conversion, consolidation or merger (if not other than the Company) will expressly assumeor the Person to which such sale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, in form reasonably satisfactory to the Trusteelease, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes Notes, and this IndentureIndenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee; (23) 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)transactions, no Default or Event of Default shall have occurred and be continuingexists; (34) each Subsidiary Guarantor the Company or the Person formed by or surviving any such consolidation or merger (unless it is if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other party disposition has been made, would (on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period) either: (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the transactions above, Fixed Charge Coverage Ratio test set forth in which case clause Section 3.2(a); or (1B) shall apply or unless have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company is the Successor Company) shall have by supplemental indenture confirmed that and its Note Guarantee shall apply to Restricted Subsidiaries immediately before such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (45) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indentures indenture (if any) comply with this Indenture. Article IV; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by a supplemental indenture reasonably satisfactory to the Trustee. (b) For purposes of this Section 5.014.1, the sale, lease, conveyance, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and or assets of one or more Subsidiaries of the Company, which properties and or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and or 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization restrictions described in the proviso to the definition of “Change of Control,” (w) foregoing Section 4.1(a)(4), any Restricted Subsidiary may consolidate with, merge with or into or transfer dispose of all or part of its properties and or assets to the Company or a Subsidiary GuarantorCompany, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction jurisdiction, and (z) the Company any Restricted Subsidiary may consolidate with, merge with or into or transfer dispose of all or part of its properties and or assets to a Subsidiary Guarantoranother Restricted Subsidiary.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this IndentureIndenture and will expressly assume, by written agreement all the obligations of the Company under the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement; (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 would exist that shall not have occurred and be continuingbeen cured or waived; (3) immediately after giving effect to such transaction, the Successor Company would (i) be able to Incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of Section 3.2 or (ii) have a Consolidated Coverage Ratio of not less than the Consolidated Coverage Ratio of the Company immediately prior to such transaction; (4) each Subsidiary Note Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, the Collateral Documents and the Intercreditor Agreement. 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; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clauses (2), (3) or (5). 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: (1) (a) 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 and (b) 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, the Intercreditor Agreement and the Registration Rights Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Parent or any Subsidiary of the Successor Parent as a result of such transaction as having been Incurred by the Successor Parent or such Subsidiary at the time of such transaction), no Default or Event of Default would exist that shall not have been cured or waived; and (3) 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, the Collateral Documents and the Intercreditor Agreement. For purposes of this Section 5.014.1, 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 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 company will not be released from the obligation to pay the principal of and interest on the Notes. 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 or merge with or into any Person (aother 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: (1) 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 Columbia; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default would exist that shall not have been cured or waived; (if not such Subsidiary Guarantor3) will expressly assumethe resulting, by supplemental indenture, executed and delivered to the Trustee, surviving or transferee Person assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee under its Note Guarantee; (b) immediately after giving effect to such transactionthe Securities, no Default or Event of Default shall have occurred this Indenture, the Collateral Documents, the Intercreditor Agreement and be continuingthe Registration Rights Agreement; and (c4) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v1) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the Company may effect a reorganization described purpose of reincorporating such Subsidiary Guarantor in another jurisdiction, so long as the proviso to the definition amount of “Change Indebtedness of Control,” such Subsidiary Guarantor is not increased thereby, and (w2) any Subsidiary Guarantor may consolidate with, merge with or into or transfer or lease all or part of its properties and assets to the Company Libbey Glass or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless: (1a) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consoldation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “Successor Company”) will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations payment when due of the Company principal of and interest (including Contingent Interest and Liquidated Damages, if any) on the Notes and the performance of each of the Company’s other obligations under the Notes and this Indenture; (2b) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4c) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that (i) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (ii) the Successor Company agrees to be bound by this Indenture and (iii) that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or intointo any other Person, or conveytransfer (by lease, transfer assignment, sale, or lease otherwise) all or substantially all of its properties and assets to, any Person, to another Person unless: (1i) either (A) the resulting, Company shall be the continuing or surviving Person in such a consolidation or transferee merger or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred (the Company or such other Person being referred to as the “Successor CompanySurviving Person”) will shall be a corporation 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 thereof, or the District of Columbia Columbia, and the Successor Company (if not the Company) will shall expressly assume, by an indenture supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trusteehereto, all of the obligations of the Company under the Notes and this Indenture; (2ii) immediately after giving effect to such the transaction (and treating the incurrence or anticipated incurrence of 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)to be incurred in connection therewith, no Default or Event of Default will exist; and (iii) an Officer’s Certificate has been delivered to the Trustee (upon which the Trustee shall be entitled to conclusively rely) to the effect that the conditions set forth in the preceding clauses (i) and (ii) have occurred been satisfied and an Opinion of Counsel (from a counsel who shall not be an employee of the Company and upon which the Trustee shall be entitled to conclusively rely) has been delivered to the Trustee to the effect that the conditions set forth in the preceding clause (i) have been satisfied (upon each of which the Trustee will be entitled to rely conclusively). (b) The Surviving Person will succeed to and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless substituted for the Company is with the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s same effect as if it had been named herein as a party hereto, and thereafter the predecessor corporation will be relieved of all obligations in respect of and covenants under this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets toassets, in one transaction or 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 corporation an entity organized and or existing under the laws of 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes Notes, this Indenture and this Indenturethe applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor immediately after giving pro forma effect to such transaction, either (unless it is a) the other party to the transactions above, in which case clause (1) shall apply applicable Successor Company or unless the Company is would be able to incur at least an additional $1.00 of Indebtedness pursuant to ‎Section 3.2(a), (b) the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply Interest Coverage Ratio would not be lower than it was immediately prior to giving effect to such Successor Company’s obligations in respect of this Indenture and transaction or (c) the Notes; andTotal Net Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes Indenture and an Opinion of this Section 5.01, Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against 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 Successor Company, which properties 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 assets, if held by ‎Section 4.1(a)(3) above; and (5) to the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and extent any assets of the Person which is merged or consolidated with or into the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and are assets of the type which would constitute Collateral under the Security Documents, the Company or the Successor Company. The predecessor Company , as applicable, will take such action, if any, as may be released from its obligations under 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) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture, but, and the Company will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of (x) a lease or (y) a sale of less than all or substantially all of its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes). (c) Notwithstanding any other provision of this ‎Section 4.1, (a) the resultingCompany may consolidate or otherwise combine with, surviving merge into or transferee Person will be transfer all or part of its properties and assets to a corporationGuarantor, partnership, trust (b) the Company may consolidate or limited liability company otherwise combine with or merge into an Affiliate 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 and such Person (if not such Subsidiary Guarantor) will expressly assumeincorporated or organized for the purpose of changing the legal domicile of the Company, by supplemental indenturereincorporating the Company in another jurisdiction, executed and delivered to or changing the Trusteelegal form of the Company, all the obligations of such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Restricted Subsidiary may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (xd) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or otherwise combine with, merge with or 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 of this Section 4.1 (other than the requirements of ‎Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) Subject to ‎Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless (1) the other Person is the Company or any Restricted Subsidiary that is not a Subsidiary Guarantor, Guarantor or becomes a Guarantor concurrently with the transaction; or either (x) the Company or a Guarantor is the continuing Person or (y) the Company may merge resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents; (2) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; and (3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into an Affiliate incorporated solely for such Guarantor are assets of the purpose type which would constitute Collateral under the Security Documents, such Guarantor or the Successor 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 reincorporating 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; or (4) the transaction constitutes a sale, disposition or transfer of the Guarantor or the conveyance, transfer or lease of all or substantially all of the assets of the Guarantor (in each case other than to the Company in another jurisdiction and or a Restricted Subsidiary) otherwise permitted by this Indenture. Notwithstanding any other provision of this ‎Section 4.1, any Guarantor may (za) the Company may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Affiliate 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 Subsidiary 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 Company determines in good faith that such action is in the best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this ‎Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. A sale, lease or other disposition by the Company of any part of its assets shall not be deemed to constitute the sale, lease or other disposition of substantially all of its assets for purposes of this Indenture if the fair market value of the assets retained by the Company exceeds 100% of the aggregate principal amount of all outstanding Notes and any other outstanding Indebtedness of the Company that ranks equally with, or senior to, the Notes with respect to such assets. Such fair market value shall be established by the delivery to the Trustee of an independent expert’s certificate stating the independent expert’s opinion of such fair market value as of a date not more than 90 days before or after such sale, lease or other disposition. This paragraph is not intended to limit the Company’s sales, leases or other dispositions of less than substantially all of its assets. 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 each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by via a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this IndentureIndenture 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 (a) the Fixed Charge Coverage Ratio of the applicable Successor Company is at least 2.00 to 1.00 or (b) the Fixed Charge Coverage Ratio of the applicable Successor Company would not be lower than it was immediately prior to giving effect to such transaction; (4) each applicable Subsidiary Guarantor (unless it is the 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 the transactions above, in which case clause (1) shall apply any such consolidation or unless the Company is the Successor Companymerger) shall have by delivered a supplemental indenture confirmed or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that its Note Guarantee shall apply to will be discharged or terminated in connection with such Successor Company’s obligations in respect of this Indenture and the Notestransaction); and (45) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) have been duly authorized, executed and delivered and are a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee), 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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 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, but, the Notes or the Indenture 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 Notes or the principal of and interest on the NotesIndenture. (d) Notwithstanding the preceding clauses (a)(2), (a)(3) and (a)(5) (which do not apply to transactions referred to in this sentence), (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws any Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge or otherwise combine with or merge into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, Company; and (xb) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge or otherwise combine with or merge into or transfer all or part of its properties and assets to a Subsidiary that is any other Restricted Subsidiary. Notwithstanding the preceding clauses (2) and (3) (which do not a Subsidiary Guarantorapply to the transactions referred to in this sentence), (y) the Company may merge consolidate or otherwise combine with or merge into an Affiliate incorporated solely or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction and jurisdiction, or changing the legal form of the Company. (ze) The foregoing provisions (other than the Company may consolidate with, merge with or into or transfer all or part requirements of its properties and assets clause (a)(2) of this Section 4.1) shall not apply to the creation of a new Subsidiary Guarantoras a Restricted Subsidiary of the Company.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration Rights Agreement; (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 and any related financing, either (A) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2 or (B) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (4) each Subsidiary Guarantor Guarantor, if any, (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes.Securities. 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; provided 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). In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than another Subsidiary Guarantor or the Company) and will not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor to any Person (other than another Subsidiary Guarantor or the Company) unless: (a) 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 its Note Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or or (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof 3.5 and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 3.9.

Merger and Consolidation. (a) The Company will not may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any Person, unless: (1) the . The resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will , may expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Notes, this Indenture and this Indenture; (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) each Subsidiary Guarantor (unless it is the other party to the transactions aboveRegistration Rights Agreement, 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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 the Notes, this IndentureIndenture and any Registration Rights Agreement, but, and the predecessor Company will be released (except in the case of a lease of all or substantially all of its assets, the predecessor Company will not be released ) from the obligation to pay the principal of and interest on the Notes. (ab) the In addition, any Subsidiary Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person. The resulting, surviving or transferee Person will be a corporation(the “Successor Guarantor”), 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 the Subsidiary Guarantor) will , may expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred in which case the Successor Guarantor will succeed to, and be continuing; substituted for, and may exercise every right and power of, such Subsidiary Guarantor under the Notes, this Indenture and any Registration Rights Agreement, and the predecessor Subsidiary Guarantor will be released (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results except in the release case of such Subsidiary Guarantor’s Note Guarantee pursuant a lease of all or substantially all of its assets) from the obligation to Section 11.05 hereof pay the principal of and otherwise does not violate interest on the provisions Notes. For the avoidance of this Indenture. Notwithstanding the foregoingdoubt, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wi) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yii) the Company may merge with or into an Affiliate incorporated solely for Acquisition shall be permitted. For the purpose avoidance of reincorporating doubt, notwithstanding any other provision hereof, the Company in another jurisdiction and (z) shall be permitted to change its name at any time prior to, on or after the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorEffective Date.”

Merger and Consolidation. The Company will Issuer shall not consolidate with or merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its properties and assets to, any Person, whether in a single transaction or a series of related transactions, unless: (1i) the Issuer is the surviving Person in such merger or the resulting, surviving or transferee Person (the “Successor Company”) will shall be a 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 CompanyIssuer) will shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Issuer under the Notes Securities and this Indenture; (2ii) 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 specified in Sections 6.01(1) or (2) or Event of Default with respect to any Series of Securities shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Successor Company or the Issuer, as applicable, shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes In the event of this Section 5.01the assumption by the Successor Company of the obligations of the Issuer as provided above as a result of a merger or consolidation, such Successor Company shall succeed to and be substituted for the Issuer hereunder and under the Securities and all such obligations of the Issuer shall terminate; provided, however, that no sale, lease, conveyance, assignment, transfer, lease or other disposition shall have the effect of all releasing the Person named as the “Issuer” in the first paragraph of this Indenture or substantially all any successor Person which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the properties and assets Securities. For the avoidance of one or more Subsidiaries of the Companydoubt, 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 transaction subject to this Section 5.01 may also 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant subject to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor4.05 hereof.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation corporation, partnership, trust, limited liability company or other similar 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) 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; (3iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 3.3 of this Indenture; (iv) each Subsidiary Guarantor (Guarantor, unless it is the other party to the transactions described above, in which case clause (1i) and Section 10.2 shall apply or unless the Company is the Successor Company) apply, shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to for such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (indenture, if any) , comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes. Securities. Solely for the purpose of computing amounts described in clause 3(A) of Section 3.4(a), 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 clause (aiii) 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 first sentence of Americathis Section 4.1, (x) any State Restricted Subsidiary of the United States or the District of Columbia and such Person Company (if not such Subsidiary Guarantorother than a Receivables Entity) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary GuarantorCompany, (y) the Company may consolidate with or merge into a wholly owned subsidiary of Holdings created exclusively for the purpose of holding the Capital Stock of the Company and (z) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. (a). The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; provided, that if the Successor Company is not a corporation, a corporate Wholly Owned Subsidiary that is a Restricted Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia shall become a co-issuer of the Notes; (2) immediately after giving effect to such transaction (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries 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, the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.3(a); (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the Notes; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not consolidate Lessee shall not, ------------------------ during the Term, enter into any merger with or merge with into or intoconsolidation 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 (x) no Event of Default of the type described in Section 16(a), (f), (g) or (h) of the Lease shall have occurred and be continuing, (y) no Event of Default shall arise as a result of such merger, consolidation, purchase, conveyance, transfer, lease or other disposition and (z) the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all its of the assets to, any Person, unless: of the Lessee as an entirety (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be is a 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 CompanyLessee, 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 Indenture Trustee, the Owner Participant and the Owner Trustee, (v) will expressly assume, by supplemental indenture, executed and provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee, in form the Indenture Trustee and the Owner Participant, which opinion shall be reasonably satisfactory to the Owner Participant and the Indenture Trustee, all the obligations of the Company under the Notes and this Indenture; (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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counselofficer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, merger conveyance, transfer, lease or transfer other disposition and such supplemental indentures the instrument noted in clause (if anyiv) above comply with this Section 4.02(e), that such instrument has been duly authorized, executed and delivered and 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 FAA as may be required pursuant to part A of subtitle VII or ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code to evidence such merger or consolidation and such filings and recordings necessary in order to preserve and protect the rights of the Owner Trustee and the Indenture Trustee under the Indenture. For purposes of this Section 5.01Upon any consolidation or merger, the sale, lease, 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 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 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 Company. The predecessor Company will be released from its obligations under this Indenture and successor corporation formed by such consolidation or into which the Successor Company will 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 Company Lessee under this IndentureAgreement and the Lease 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, butor sale, in the case of a conveyance, transfer or lease of all or substantially all of the 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 assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (a) the resulting, surviving liability hereunder or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws other Operative Agreements. Nothing contained herein shall permit any lease, sublease, or other arrangement for the use, operation or possession of the United States of America, any State Aircraft except in compliance with the applicable provisions 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorLease.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation corporation, organized and existing under the federal laws of Canada, any province or territory thereof, 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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 pro forma effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such the Successor Company’s 's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.01covenant, 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 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, but, in the case of a lease of all or substantially all of its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. Securities. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may amalgamate, consolidate or merge with, or liquidate into or transfer all or part of its properties and assets to the Company or a Wholly-Owned Subsidiary and (y) the Company may amalgamate, consolidate or merge with or liquidate into an Affiliate incorporated for the purpose of reincorporating the Company in another jurisdiction so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; provided that, in the case of the foregoing clause (x), the Company will not be required to comply with the preceding clause (5). Furthermore, the Company will not permit GUSAP Partners to consolidate with or merge with or into any Person (other than the Company or a Wholly-Owned Subsidiary), and will not convey, transfer or lease all or substantially all of the assets of GUSAP Partners (other than to the Company or a Wholly-Owned Subsidiary), unless (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized or formed and existing under the laws of the United States of America, any State of the United States or the District of Columbia Columbia, Canada or any province or territory of Canada and such Person (if not such Subsidiary Guarantorthe Company or GUSAP Partners) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor GUSAP Partners under its Note Guaranteethe Securities and this Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company Neither of the Issuers will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) 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 and the Successor Company Issuer (if not the Companyan Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the obligations of the Company such Issuer under the Notes and this Indenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company Issuer or any Subsidiary of the Successor Company Issuer as a result of such transaction as having been Incurred by the Successor Company Issuer 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, (a) the Successor Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.3(a) or (b) the Consolidated Coverage Ratio for the Successor Issuer would not be less than immediately prior to such transaction; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Notes Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesNotes and its obligations under the Registration Rights Agreement shall continue to be in effect; and (4v) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, transfer or transfer lease and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.01Article IV, 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 CompanyCompany or QS Wholesale, which properties and assets, if held by the Company or QS Wholesale, as the case may be, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company or QS Wholesale, as the case may be, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the CompanyCompany or QS Wholesale, as the case may be. The predecessor Company will be released from its obligations under this Indenture and the Successor Company Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Company or QS Wholesale, as the case may be, under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company or QS Wholesale, as the case may be, will not be released from the obligation to pay the principal of and interest on the Notes. Notwithstanding Section 4.1(iii), (x) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or QS Wholesale and (y) the Company or QS Wholesale may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company or QS Wholesale, as the case may be, in another jurisdiction to realize tax or other benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company or QS Wholesale, the Company shall not be required to comply with Section 4.1(v). (a) the resulting, surviving or transferee Person will shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of AmericaStates, any State of the United States or the District of Columbia and and, in each case, such Person (if not such Subsidiary Guarantor) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Notes Guarantee; (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 of such Person as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures indenture (if any) comply with this Indenture; or (2ii) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor3.7.

Merger and Consolidation. (a) The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets 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 corporation 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 CompanyBorrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes and this IndentureBorrower 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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4C) the Company Administrative Agents shall have delivered to received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Trustee an Officer’s Certificate and an Opinion of CounselUSA PATRIOT Act reasonably requested by the Lenders, each stating that such consolidation, merger or transfer and such supplemental indentures including a beneficial ownership certificate; (if anyb) comply with this Indenture. For purposes of this Section 5.017.04, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 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, 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 NotesBorrower. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or [Reserved]. (2d) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions [Reserved]. (e) Notwithstanding any other provision of this Indenture. Notwithstanding the foregoingSection 7.04, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wi) any Restricted Subsidiary may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company Borrower or a Subsidiary Guarantor, (xii) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (iii) the Borrower and the Restricted Subsidiaries may complete any Asset Disposition permitted under this Agreement, Permitted Investment, Permitted IPO Reorganization or Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 7.04(b)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (i) the other Person is the Borrower or any Restricted Subsidiary that is not Guarantor or becomes a Subsidiary Guarantor, Guarantor concurrently with the transaction; or (ii) (A) either (x) the Borrower or a Guarantor is the continuing Person or (y) the Company may merge with resulting, surviving or into an Affiliate incorporated solely for transferee Person expressly assumes all of the purpose obligations of reincorporating the Company in another jurisdiction Guarantor under its Guarantee of the Secured Obligations, this Agreement and the Collateral Documents; and (zB) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; or (iii) the Company 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 consolidate (a) consolidate, amalgamate or otherwise combine with, merge with or 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 Subsidiary 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 Asset Disposition permitted under this Agreement, Permitted Investment, Permitted IPO Reorganization or 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 each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration Rights Agreement; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 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, 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 Notes.Securities. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate or merge 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; provided 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). In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of substantially all of the assets of any 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 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 its Note GuaranteeColumbia; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or and (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate compliance with the provisions of described under Section 3.7, Section 3.10 and this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 4.1.

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless: (1i) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consoldation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “"Successor Company”") will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations payment when due of the Company principal of and interest on the Notes and the performance of each of the Company's other obligations under the Notes and this Indenture; (2ii) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (b) the Successor Company agrees to be bound by this Indenture and (c) that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation corporation, partnership, trust, limited liability company or other similar 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) each Subsidiary Guarantor (unless it is the other party immediately after giving effect to the transactions abovesuch transaction, in which case clause (1) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of Section 3.3 of this Indenture and the NotesIndenture; and (4iv) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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. 58 50 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, 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 Notes. Securities. Notwithstanding clauses (aii) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws (iii) of the United States first sentence of Americathis Section 4.1, (i) any State Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, and (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yii) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets to, any Personother Person in any one transaction or series of related transactions, or (2) permit any Person to consolidate with or merge into the Company, unless: (1i) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “Successor Company”) will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations payment when due of the Company principal of and interest on the Notes and the performance of each of the Company’s other obligations under the Notes and this Indenture; (2ii) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (b) this Indenture is the valid and binding obligation of the Successor Company and (c) that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company Borrower will not consolidate with or merge with or intointo (whether or not the Borrower is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of the properties and assets of the Borrower and its assets Restricted Subsidiaries, taken as a whole, whether in one or multiple related transactions, to, any Person, Person unless: (1i) if other than the Borrower, the resulting, surviving or transferee Person (the “Successor CompanyBorrower”) will be a corporation corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States States, any territory thereof or the District of Columbia and Columbia; (ii) the Successor Company Borrower (if other than the Borrower) and, in the case of a Successor Borrower that is not the Company) will expressly assumea corporation, by supplemental indenturea corporate co-borrower, shall assume pursuant to documentation instruments, executed and delivered to the TrusteeAdministrative Agent, in form forms reasonably satisfactory to the TrusteeAdministrative Agent, all the obligations of the Company Obligations of the Borrower under this Agreement, the Notes Security Documents to which the Borrower is a party and this Indenturethe Pari Passu Intercreditor Agreement, the Junior Intercreditor Agreement the Pulitzer Pari Passu Intercreditor Agreement, and the Pulitzer Junior Intercreditor Agreement (as applicable); (2iii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the Borrower, the Successor Company Borrower or any Restricted Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Borrower, the Successor Company Borrower or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iv) 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 Borrower or the Successor Borrower, as applicable, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 10.01(a) or (B) the Consolidated Leverage Ratio for the Successor Borrower and its Restricted Subsidiaries would be less than or equal to such Consolidated Leverage Ratio prior to such transaction; (v) if the Successor Borrower is not the Borrower, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture have, in form and substance reasonably satisfactory to the Administrative Agent, confirmed that its Note Subsidiary Guarantee shall apply to all of such Successor CompanyBorrower’s obligations in respect under this Agreement (which, for the avoidance of this Indenture doubt, shall constitute Obligations) and that such Subsidiary Guarantor’s obligations under the Security Documents to which it is a party and the NotesPari Passu Intercreditor Agreement, the Junior Intercreditor Agreement, the Pulitzer Pari Passu Intercreditor Agreement and the Pulitzer Junior Intercreditor Agreement (as applicable) shall continue to be in full force and effect and, to the extent required by and subject to the limitations set forth in the applicable Security Documents, 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 such Subsidiary Guarantor, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth in the applicable Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (4vi) the Company Borrower shall have delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion opinion of Counselcounsel reasonably acceptable to the Administrative Agent, each stating, among other things, that such consolidation, merger or transfer and such additional documentation (if any) comply with this Section 10.07 and, if any supplement to any Security Document is required in connection with such transaction, that such supplement complies with the applicable provisions of this Agreement. (b) Without compliance with Section 10.07(a)(iii) and (iv): (i) any Restricted Subsidiary may consolidate with, merge with or into or to the Borrower or a Subsidiary Guarantor (provided that no ▇▇▇ Entity shall consolidate or merge with or into any Pulitzer Entity) so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Borrower or a Subsidiary Guarantor; provided that, in the case of a Restricted Subsidiary that merges into the Borrower, the Borrower and the Subsidiary Guarantors will not be required to comply with Section 10.07(a)(v) and (vi); and (ii) the Borrower may merge with an Affiliate of the Borrower solely for the purpose of reincorporating the Borrower in another State of the United States, any territory thereof or the District of Columbia to realize tax or other benefits, so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is not increased thereby; provided that, in the case of a Restricted Subsidiary that merges into the Borrower, the Borrower and the Subsidiary Guarantors will not be required to comply with the preceding clauses (v) and (vi). (c) In addition, the Borrower will not permit any Subsidiary Guarantor to consolidate with or merge with or into (whether or not the Subsidiary Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Borrower or another Subsidiary Guarantor) unless: (i) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company that is a Domestic Subsidiary; (b) the Successor Guarantor, if other than such Subsidiary Guarantor, expressly assumes in writing, executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, this Agreement, the Security Documents to which such Subsidiary Guarantor is a party), the Pari Passu Intercreditor Agreement, the Junior Intercreditor Agreement, the Pulitzer Pari Passu Intercreditor Agreement and the Pulitzer Junior Intercreditor Agreement (as applicable); (c) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; (d) if the relevant Subsidiary Guarantor was a ▇▇▇ Entity or a Pulitzer Entity, the Successor Guarantor shall be a ▇▇▇ Entity or a Pulitzer Entity, respectively; and (e) the Borrower will have delivered to the Administrative Agent an Officers’ Certificate and an opinion of counsel reasonably acceptable to the Administrative Agent, each stating that such consolidation, merger or transfer and such supplemental indentures additional documentation (if any) comply with this Indenture. For purposes Agreement; or (ii) if such transaction constitutes an Asset Disposition that results in the release of the Subsidiary Guarantee of such Subsidiary Guarantor under this Agreement, the transaction is made in compliance with Section 10.05 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Section 5.01Agreement needs to be applied in accordance therewith at such time). (d) Notwithstanding the foregoing paragraphs, the sale, lease, conveyance, assignment, transfer, (a) any Subsidiary Guarantor may (i) merge with or other disposition of into or transfer all or substantially all part of the its properties and assets of one to another Subsidiary Guarantor or more Subsidiaries the Borrower or (ii) merge with a Restricted Subsidiary of the CompanyBorrower solely for the purpose of reincorporating the Subsidiary Guarantor in a State of the United States or the District of Columbia, which properties as long as the amount of Indebtedness of such Subsidiary Guarantor and assetsits Restricted Subsidiaries is not increased thereby (and such surviving entity remains a Subsidiary Guarantor) and, (b) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs or merge with or into the Borrower or another Restricted Subsidiary (other than a Subsidiary Guarantor dissolving, liquidating or winding up its affairs with its assets being transferred to a Non-Guarantor Subsidiary or a Subsidiary Guarantor merging into a Non-Guarantor Subsidiary if held the survivor is not a Subsidiary Guarantor) if such dissolution, liquidation or winding-up or merger is in the best interest of the Borrower (as determined in Good Faith by the Company instead of such Subsidiaries, would constitute Borrower); provided that no ▇▇▇ Entity shall merge with or into or transfer all or substantially all part of its properties or assets (except as otherwise permitted hereunder with respect to cash flows of the properties and assets ▇▇▇ Entities) to any Pulitzer Entity. (e) [Reserved]; (f) Upon satisfaction of the Company on a consolidated basisforegoing applicable conditions, shall be deemed to be the transfer of all Borrower or substantially all of the properties and assets of applicable Subsidiary Guarantor, as the Company. The predecessor Company case may be, will be released from its obligations under this Indenture Agreement, the CreditLoan Documents, the Pari Passu Intercreditor Agreement, the Junior Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Passu Intercreditor Agreement (as applicable) and the Successor Company Borrower or the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company Borrower or such Subsidiary Guarantor, as the case may be, under this IndentureAgreement, the CreditLoan Documents and the Pari Passu Intercreditor Agreement, the Junior Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Passu Intercreditor Agreement (as applicable), but, in the case of a lease of all or substantially all its assets, the predecessor Company Borrower will not be released from the obligation to pay the principal of Obligations and interest on the Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of will not be released from its properties and assets to a obligations under its Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorGuarantee.

Merger and Consolidation. (a) The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unlessunless either: (1i) such Borrower is the surviving Person or (ii) if such Borrower is not the surviving Person, (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyBorrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes and this IndentureBorrower 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 Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4C) the Company Administrative Agents shall have delivered to received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Trustee an Officer’s Certificate and an Opinion of CounselUSA PATRIOT Act reasonably requested by the Lenders, each stating that such consolidation, merger or transfer and such supplemental indentures including a beneficial ownership certificate; (if anyb) comply with this Indenture. For purposes of this Section 5.017.04, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 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, 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 NotesBorrower. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or [Reserved]. (2d) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions [Reserved]. (e) Notwithstanding any other provision of this Indenture. Notwithstanding the foregoingSection 7.04, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wi) any Restricted Subsidiary (other than a Borrower) may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company Borrower or a Subsidiary Guarantor, (xii) any Restricted Subsidiary that is not (other than a Subsidiary Guarantor Borrower) may consolidate consolidate, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (iii) the Borrower and the Restricted Subsidiaries may complete any Asset Disposition permitted under this Agreement, Permitted Investment, Permitted IPO Reorganization or Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 7.04(b)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (i) the other Person is the Company or any Restricted Subsidiary that is not Guarantor or becomes a Subsidiary Guarantor, Guarantor concurrently with the transaction; or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the Company may merge with resulting, surviving or into an Affiliate incorporated solely for transferee Person expressly assumes all of the purpose obligations of reincorporating the Company in another jurisdiction Guarantor under its Guarantee of the Secured Obligations, this Agreement and the Collateral Documents; and (zB) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; or (iii) the Company 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 (other than a Borrower) may consolidate (a) consolidate, amalgamate or otherwise combine with, merge with or 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 Subsidiary 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 Asset Disposition permitted under this Agreement, Permitted Investment, Permitted IPO Reorganization or 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 each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger and Consolidation. The Company will Holdings shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation 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 thereof or the District of Columbia and the Successor Company (if not the CompanyHoldings) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Holdings under the Notes Securities and this Indenture; (2ii) 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 incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) each Subsidiary Guarantor (unless it is the other party immediately after giving effect to the transactions abovesuch transaction, in which case clause (1) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of Section 3.3 of this Indenture and the NotesIndenture; and (4iv) the Company Holdings shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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 Holdings under this Indenture, but, in the case of a lease 58 52 of all or substantially all its assets, the predecessor Company Holdings will not be released from the obligation to pay the principal of and interest on the Notes. (aSecurities. Solely for the purpose of computing amounts described in clause 3(A) of Section 3.5(a), the resulting, surviving or transferee Person will Successor Company shall only be a corporation, partnership, trust or limited liability company organized deemed to have succeeded 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 be substituted for Holdings with respect to periods subsequent to the Trustee, all the obligations effective time of such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transactionmerger, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger combination or transfer and such supplemental indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indentureassets. Notwithstanding the foregoing, foregoing clauses (vii) and (iii) of the first sentence of this Section 4.1: (i) any Restricted Subsidiary of the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, Holdings and (xii) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company Holdings may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The (a) 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 assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyCompany or the Issuer, as applicable) will expressly assume, by via a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company or the Issuer, as applicable, under the Notes and this IndentureIndenture 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 (a) in the case of the Company, 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 (unless it is the 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 the transactions above, in which case clause (1) shall apply any such consolidation or unless the Company is the Successor Companymerger) shall have by delivered a supplemental indenture confirmed or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that its Note Guarantee shall apply to will be discharged or terminated in connection with such Successor Company’s obligations in respect of this Indenture and the Notestransaction); and (45) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) have been duly authorized, executed and delivered and are a legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee), 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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, as applicable, 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets toassets, in one or more related transactions, to any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this IndentureIndenture and will expressly assume, by written agreement all the obligations of the Company under the Registration Rights Agreement; (2ii) 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; (3iii) immediately after giving effect to such transaction, either (i) the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.2(a) or (ii) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1Section 5.1(a)(i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement shall continue to be in effect; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Notwithstanding Section 5.1(a)(iii), (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; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with Section 5.1(a)(v). (b) In addition, the Company will not permit any Subsidiary Guarantor to 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 (other than to the Company or another Subsidiary Guarantor) unless: (i) (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership 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; (B) the Successor Guarantor, if other than such Subsidiary Guarantor, will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under this Indenture, the Securities and its Subsidiary Guarantee and will expressly assume, by written agreement, all the obligations of the Subsidiary Guarantor under the Registration Rights Agreement; (C) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor as a result of such transaction as having been Incurred by the Successor Guarantor at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (D) 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; and (ii) the transaction is made in compliance with Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and this Article V. Subject to certain limitations described in this Indenture, the Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantee of such Subsidiary Guarantor. Notwithstanding the foregoing, any Subsidiary Guarantor may merge with or into or transfer all or part of its assets to a Subsidiary Guarantor or the Company or merge with a Restricted Subsidiary of the Company incorporated solely for the purpose of reincorporating the Subsidiary Guarantor in another jurisdiction to realize tax benefits. (c) The predecessor Company or Subsidiary Guarantor, as the case may be, will be released from its obligations under this Indenture or its Subsidiary Guarantee, as the case may be, and the Successor Company or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or the Subsidiary Guarantor, as the case may be, under this Indenture, the Securities, the Registration Rights Agreement and such Subsidiary Guarantee; 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 and the Subsidiary Guarantor will not be released from its obligation under its Subsidiary Guarantee. For purposes of this Section 5.01covenant, 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 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 disposition 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by via a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, under the Notes and this IndentureIndenture 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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is a) the other party to the transactions above, in which case clause (1) shall apply or unless Fixed Charge Coverage Ratio of the Company is (or, if applicable, the Successor CompanyCompany thereto) shall have by supplemental indenture confirmed that its Note Guarantee shall apply 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 Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and this Indenture and the supplemental indenture are legal, valid and binding agreements enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee); 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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 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 Company, under the Notes or this Indenture, but, Indenture 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 NotesNotes or this Indenture. (ad) Notwithstanding the resultingpreceding clauses (a)(2), surviving (a)(3) or transferee Person will be a corporation(a)(4) of this Section 4.1, 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c1) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counselmay consolidate or otherwise combine with, each stating that such consolidation, merger merge into or transfer all or part of its properties and such supplemental indentures comply with this Indenture; or assets to a Guarantor, (2) the transaction results 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 Company, reincorporating the Company in another jurisdiction, or changing the release legal form of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoingCompany, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w3) any Restricted Subsidiary may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x4) any Restricted Subsidiary that is not 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 any other Restricted Subsidiary that is not a Subsidiary Guarantor, and (y5) the Company and its Restricted Subsidiaries may merge with or into an Affiliate incorporated solely for complete any Permitted Tax Restructuring. (e) The foregoing provisions (other than the purpose requirements of reincorporating clause (a)(2) of this Section 4.1) shall not apply to the Company in another jurisdiction and (z) creation of a new Subsidiary as a Restricted Subsidiary of the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorCompany.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any PersonPerson (or another Subsidiary), unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited partnership or 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 Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; provided that in the case where the Successor Company is not a corporation, a co-obligor on the Notes is a corporation; (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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (43) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply complies with this Indenture. For purposes of this Section 5.01Indenture and, in the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all case of the properties and assets Opinion of one or more Subsidiaries Counsel, that such supplemental indenture (if any) is the valid, binding obligation of the Successor Company, which properties and assets, if held by enforceable against the Successor 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 Companyin accordance with its terms. 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 the Notes and this Indenture, but, and the predecessor Company (except 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 Notes. (ab) In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any Person unless: (1) immediately after giving effect to such transaction (and, in the case of Section 5.01(b)(2) below, treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (2) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust limited partnership or 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 Columbia, and, other than in the case of a transaction as part of which the Subsidiary Guarantee is being released as otherwise permitted by this Indenture, such Person (if not such Subsidiary Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c3) the Company will shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or . In the case of Section 5.01(b)(2) above, the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under the Notes and this Indenture, and the predecessor Subsidiary Guarantor (2) the transaction results except in the release case of such Subsidiary Guarantor’s Note Guarantee pursuant a lease of all or substantially all its assets) will be released from the obligation to Section 11.05 hereof pay the principal of and otherwise does not violate interest on the provisions of this IndentureNotes. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) foregoing any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably and substance satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2ii) 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; (3iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 3.3(a); (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesNotes and its obligations under the Registration Rights Agreement shall continue to be in effect; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, transfer or transfer lease and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.01Article IV, 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 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 shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. Notwithstanding the preceding clause (iii), (x) any Restricted Subsidiary of the Company 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 or other benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company shall not be required to comply with the preceding clause (v). (a) the resulting, surviving or transferee Person will shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of AmericaStates, any State of the United States or the District of Columbia and and, in each case, such Person (if not such Subsidiary Guarantor) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Note GuaranteeSubsidiary Guarantees; (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 of such Person as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or (2ii) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to compliance with Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor3.8.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this IndentureIndenture and will expressly assume, by written agreement all the obligations of the Company under the Registration Rights Agreement; (2ii) 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; (3iii) immediately after giving effect to such transaction, either (i) the Successor Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 3.2(a) or (ii) the Consolidated Coverage Ratio for the Successor Company would be greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction; (iv) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1Section 5.1(a)(i) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement shall continue to be in effect; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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. . (b) 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding Section 5.1(a)(iii), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge will not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding Section 5.1(a)(v).

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation 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 or Thailand, and the Successor Company (if not the Company) will shall expressly assume, by indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, including the obligations under the Notes and this Indenture; , the Security Sharing Agreement and the Security Documents; (2ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness that which 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; continuing (3or would result therefrom); (iii) each Subsidiary Guarantor immediately after giving effect to such transaction on a pro forma basis (unless it is and treating any Indebtedness which becomes an obligation of the other party Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction), the Successor Company would be able to incur an additional U.S.$1.00 of Indebtedness pursuant to the transactions abovefirst paragraph of Section 4.03; (iv) immediately after giving effect to such transaction on a pro forma basis (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 the Successor Company or such Restricted Subsidiary at the time of such transaction), the Successor Company shall have Consolidated Net Worth in an amount which case clause (1) shall apply or unless is not less than the Consolidated Net Worth of the Company is immediately prior to such transaction; (v) the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that the holders of the Securities will not recognize income, gain, or loss for United States Federal income tax purposes as a result of such transaction, and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case as if the transaction had not occurred, and there will be no additional Thai Taxes and no Taxes of any other jurisdiction imposed on any payments made pursuant to the Securities or the Guaranty; and (vi) each of the Company and the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indentures (if any) comply with this Indenture. For purposes of , and this Section 5.01Indenture (including the Guaranty), the saleSecurity Sharing Agreement, leasethe Security Documents, conveyance, assignment, transfer, or other disposition of and the Securities remain and will be in full force and effect against all or substantially all of applicable parties and the properties and assets of one or more Subsidiaries of Liens with respect to the Company, Collateral (which properties and assets, if held shall be first priority perfected Liens unless otherwise contemplated by the Security Documents) continue in full force and effect. The Successor Company instead of such Subsidiaries, would constitute all or substantially all of shall be the properties and assets of successor to the Company on a consolidated basis, and 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, but, but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. (a) the resulting, surviving Securities. The Issuers shall not consolidate 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into any other Person, or convey, transfer or lease all or part substantially all its assets to any other Person, and all of its properties and assets to outstanding Capital Stock shall at all times be owned by the Company or a Subsidiary Guarantorfree and clear of all Liens (other than Liens securing the Securities, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties the Senior Subordinated Notes and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorDebentures).

Merger and Consolidation. (a) The Company Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: unless either: (1i) such Borrower is the surviving Person or (ii) if such Borrower is not the surviving Person, (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyBorrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, assume all the obligations of the Company under the Notes and this Indenture; Borrower 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 Default or Event of Default shall have occurred and be continuing; ; and (3C) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) Administrative Agents shall have received all documentation and other information required by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the NotesUSA PATRIOT Act reasonably requested by the Lenders, including a beneficial ownership certificate; and (4b) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 5.017.04, 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 CompanyBorrower, which properties and assets, if held by the Company Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 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, 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 NotesBorrower. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Restricted Subsidiary may (i) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (A) the Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (B) any other Person so long as the survivor is the Restricted Subsidiary; and (b) the foregoing restriction does not apply to the consolidation or merger of the Company or any Restricted Subsidiary with, or the conveyance, transfer or lease of all or substantially all of the assets of the Company or any Restricted Subsidiary in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1i) the resultingsuccessor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease all or substantially all of the assets of the Company or such Restricted Subsidiary as an entirety, as the case may be (the “Successor Company”) will ), shall be a corporation solvent 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 and Columbia; (ii) if the Company or such Restricted Subsidiary is not the Successor Company, such Successor Company (if not the Company) will expressly assume, by supplemental indenture, shall have executed and delivered to each holder of Notes its assumption of the Trusteedue and punctual performance and observance of each covenant and condition of such Obligor, in form as the case may be, under the applicable Financing Documents (pursuant to such agreements and instruments as shall be reasonably satisfactory to the TrusteeRequired Holders), and such Successor Company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel or other independent counsel reasonably acceptable to the Required Holders, to the effect that all the obligations of the Company under the Notes and this IndentureCTDOCS/1630373.11 agreements or instruments effecting such assumption are enforceable in accordance with their terms; (2iii) if such transaction involves a Restricted Subsidiary and such Restricted Subsidiary is not the Successor Company, such transaction is effected in compliance with Section 10.3; and (iv) 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) each Subsidiary Guarantor (unless it is the other party to 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 would exist. No such Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, transfer or other disposition lease of all or substantially all of the properties and assets of one any Obligor shall have the effect of releasing such Obligor or more Subsidiaries of Successor Company that shall theretofore have become such in the 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 will be released manner prescribed in this Section 10.4 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorapplicable Financing Documents.

Merger and Consolidation. The Company will not consolidate Any corporation or association into which the Custodian may be merged or converted or with or merge with or intowhich it may be consolidated, or conveyany corporation or association resulting from any merger, transfer conversion or lease all or substantially all its assets to, any Person, unless: (1) consolidation to which the resulting, surviving or transferee Person (the “Successor Company”) will Custodian shall be a corporation organized and existing under the laws of the United States of Americaparty, any State of the United States or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of corporation or association to which 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of Custodian transfers all or substantially all of its corporate trust business, shall be the properties and assets of one or more Subsidiaries successor of the CompanyCustodian hereunder, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially shall succeed to all of the properties rights, powers and assets duties of the Company Custodian hereunder, without the execution or filing of any paper or any further act on a consolidated basis, shall be deemed the part of any of the parties hereto. 20. SEVERABILITY The terms of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid or unenforceable, such determination shall not affect the transfer of all or substantially all of the properties and assets of the Companyremaining terms. The predecessor Company will be released from 21. REQUEST FOR INSTRUCTIONS If, in performing its obligations duties under this Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power ofAgreement, the Company under this Indenture, but, in the case Custodian is required to decide between alternative courses of a lease of all or substantially all its assetsaction, the predecessor Company will Custodian may (but shall not be released obliged to) request written instructions from the obligation to pay the principal of and interest on the Notes. (a) 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 Company as to the Trustee, all course of action desired by it. If the obligations of Custodian does not receive such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or instructions within two (2) Business Days after it has requested them, the transaction results Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action. The Custodian shall act in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) accordance with instructions received from the Company may effect a reorganization described in the proviso response to such request after such two-Business Day period except to the definition extent it has already taken, or committed itself to take, action inconsistent with such instructions. 22. OTHER BUSINESS Nothing herein shall prevent the Custodian or any of “Change of Control,” (w) its affiliates from engaging in other business, or from entering into any Subsidiary may consolidate other transaction or financial or other relationship with, merge with or into receiving fees from or transfer all or part from rendering services of its properties and assets any kind to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) other Person. Nothing contained in this Agreement shall constitute the Company may merge with or into an Affiliate incorporated solely for and/or the purpose Custodian (and/or any other Person) as members of reincorporating the Company in another jurisdiction and (z) the Company may consolidate withany partnership, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.joint venture, association, syndicate, 24

Merger and Consolidation. The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of related transactions to any Person; provided that: (1) any Subsidiary Guarantor of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and in any merger or consolidation involving a Subsidiary, if a Subsidiary Guarantor is not the surviving or continuing corporation, such Subsidiary shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and such Subsidiary shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel (which may be counsel to the Company), to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (subject to customary assumptions and exceptions) and (B) an acknowledgment from each other Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect, or (ii) any other Person so long as the survivor is a Subsidiary Guarantor, if at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, or (y) convey, transfer or lease all or substantially all of its assets in compliance with the provisions of Section 10.6; or (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the resultingsuccessor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyEntity”) will ), shall be a corporation solvent 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 and Columbia; (b) if the Company is not the Successor Company (if not the Company) will expressly assumeEntity, by supplemental indenture, such Successor Entity shall have executed and delivered to each holder of Notes its assumption of the Trustee, in form due and punctual performance and observance of each covenant and condition of this Agreement (and each Supplement thereto) and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the TrusteeRequired Holders), and the Successor Corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms (subject to customary assumptions and exceptions) and (B) an acknowledgment from each Subsidiary Guarantor that the obligations of the Company under the Notes Subsidiary Guaranty continues in full force and this Indenture;effect; and (2c) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notesexist. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will Guarantor shall not consolidate with or merge with or intointo any other entity or sell, or convey, transfer transfer, lease or lease all otherwise dispose of its properties and assets substantially as an entirety to any other entity, and will not permit any entity to consolidate with or substantially all its assets to, any Person, merge into it unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2a) immediately after giving effect prior to and immediately following such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company consolidation, merger, sale 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)lease, no Material Default or Lease Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed continuing that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture and the Noteshas not been waived; and (4b) the Company entity (including any such resulting entity that is an Affiliate of the Guarantor) resulting from such consolidation, surviving such merger or succeeding to such properties and assets (the “Successor Guarantor”) shall have delivered (A) be organized under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume, pursuant to an agreement reasonably acceptable to the Trustee an Officer’s Certificate and an Opinion of CounselOwner Participant (and, so long as the Notes are outstanding, the Indenture Trustee), each stating obligation of the Guarantor under this Guaranty and the other Lessee Documents, (C) provide the Owner Participant (and, so long as the Notes are outstanding, the Indenture Trustee) a customary officer's certificate and a customary legal opinion addressing certain matters in connection therewith and (D) have a net worth that is not less than that of the Guarantor, determined not more than seven days prior to the closing of such consolidation, merger or transfer and such supplemental indentures asset transfer; and (if anyc) 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 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, Successor Guarantor 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 have affirmed its obligations under this Indenture and Guaranty. Upon any such consolidation, merger, sale, conveyance, transfer, lease or other disposal in accordance with Sections 3.2(a)-(c) above, the Successor Company will Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company Guarantor under this Indenture, but, in Guaranty and the case Participation Agreement with the same effect as if such Successor Guarantor had been named as the Guarantor and the Guarantor shall be relieved of a lease of all or substantially all its assets, the predecessor Company will not be and released from the obligation to pay the principal of all obligations and interest on the Notes. (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized covenants under this Guaranty. All reasonable costs and existing under the laws expenses of the United States of America, any State of Transaction Parties incurred in connection with 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default foregoing shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose account of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (vx) any Restricted Subsidiary of the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax benefits or into or transfer all or part of its properties and assets to a Subsidiary Guarantorreincorporate in Delaware.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets and its Subsidiaries’ assets (taken as a whole) to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited partnership or 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 Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and any Registration Rights Agreement; provided that in the case where the Successor Company is not a corporation, a co-obligor on the Notes and this Indentureis a corporation; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) each Subsidiary Guarantor (unless it is immediately after giving effect to such transaction, the other party Successor Company would have a Consolidated Coverage Ratio equal to or greater than the transactions above, in which case clause (1) shall apply or unless Consolidated Coverage Ratio of the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply immediately prior to such Successor Company’s obligations in respect transaction or would be able to Incur an additional $1.00 of this Indenture and the NotesIndebtedness under Section 4.09(a); and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply complies with this Indenture. For purposes of this Section 5.01Indenture and, in the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all case of the properties and assets Opinion of one or more Subsidiaries Counsel, that such supplemental indenture (if any) is the valid, binding obligation of the Successor Company, which properties and assets, if held by enforceable against the Successor 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 Companyin accordance with its terms. 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 the Notes, this IndentureIndenture and any Registration Rights Agreement, but, and the predecessor Company (except 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) for the Company may effect a reorganization described in the proviso to the definition avoidance of “Change of Control,” (w) doubt, any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yi) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating in a transaction in which the Company is the surviving entity or (ii) any Subsidiary, in another jurisdiction and (z) each case without any requirement for compliance with the Company may consolidate with, merge with or into or transfer all or part provisions of its properties and assets to a Subsidiary Guarantorthis Section 5.01.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes.Securities. 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; provided 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). In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Subsidiary Guarantor) and will not permit the conveyance transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless: (a) 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 its Note Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or or (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate compliance with the provisions of this Indenture. Notwithstanding the foregoingdescribed under Article X, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties Section 3.8 and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 3.12.

Merger and Consolidation. (a) The Company Issuer will not consolidate with or merge with or into, or sell, convey, assign, lease, transfer or lease otherwise dispose of all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 CompanyIssuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Issuer under the Notes and this IndentureIndenture 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 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) each Subsidiary Guarantor immediately after giving effect to such transaction, either (unless it is the other party to the transactions above, in which case clause (1a) shall apply or unless the Company is the Successor CompanyCompany would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply hereof or (b) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such Successor Company’s obligations in respect of this Indenture and the Notestransaction; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. Indenture and an Opinion of Counsel 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 Successor Company (in each case, in form and substance reasonably satisfactory to the Trustee); 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 clauses (2) and (3) above. (b) For purposes of this Section 5.014.1, 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 CompanyIssuer, which properties and assets, if held by the Company Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company Issuer on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Issuer. (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 Issuer under this Indenture, but, Indenture but in the case of a lease of all or substantially all its assets, the predecessor Company company will not be released from the obligation to pay the principal of and interest on its obligations under this Indenture or the Notes. (ad) Notwithstanding the resultingpreceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws (i) any Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary Issuer may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, Issuer and (xii) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(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 so long as the amount of Indebtedness is not increased thereby. (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, assign, lease, transfer or otherwise dispose of, 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 not Guarantor or becomes a Subsidiary Guarantor, Guarantor concurrently with the transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the Company may merge with resulting, surviving or into an Affiliate incorporated solely for transferee Person expressly assumes all of the purpose obligations of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of Guarantor under its properties and assets to a Subsidiary Guarantor.Note Guarantee; and

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2 (without giving effect to clause (2) thereof); (4) each Subsidiary Securities Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Securities Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 will company shall be released from its obligations under this Indenture and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge will not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated basis to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture;; provided that if the Successor Company is not a corporation, a corporate wholly owned Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia shall become a co-issuer of the Notes; and (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;. (3b) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. For purposes of this Section 5.015.1, 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 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. Company on a consolidated basis. (c) The predecessor Company will be released from its obligations under this the Notes and the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this the Notes and the Indenture, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation 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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture; provided that if the Successor Company is not a corporation, then a co-issuer of the Notes shall be created that is a corporation and organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; (2ii) 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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4iii) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that (a) such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture, (b) the Successor Company agrees to be bound by this Indenture and (c) that all conditions precedent relating to such transaction have been satisfied. For purposes of this Section 5.01Article IV, 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 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, 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 Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration Rights Agreement; (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, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.3; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor CompanyPerson’s obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 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, 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 Notes.Securities. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate or merge 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; provided 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). In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless: (a) 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 its Note Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or of Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture; or or (2) the transaction results is made in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate compliance with the provisions of described under Section 3.7, Section 3.10 and this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorSection 4.1.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the resulting, surviving or transferee Person (the “"Successor Company”") 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 and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (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 77 time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Companyapply) shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures indenture (if any) comply with this Indenture. For purposes of this Section 5.014.1, 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 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 will company shall be released from its obligations under this Indenture and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. (a) 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this IndentureSecurities. Notwithstanding the foregoingpreceding clause (3), (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (wx) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) to realize tax benefits; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company may consolidate with, merge shall not be required to comply with or into or transfer all or part of its properties and assets to a Subsidiary Guarantorthe preceding clause (5).

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation 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 thereof or the District of Columbia and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) 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 Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) each Subsidiary Guarantor immediately after giving effect to such transaction (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is and treating any Indebtedness that becomes an obligation of the Successor CompanyCompany or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of Section 3.3 of this Indenture and the NotesIndenture; and (4iv) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures 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 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 shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company will shall not be released from the obligation to pay the principal of and interest on the Notes. Securities. Notwithstanding clauses (aii) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws (iii) of this Section 4.1: (i) any Restricted Subsidiary 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 its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, any other Wholly Owned Subsidiary; provided such transaction involves no other parties either directly or indirectly and (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (yii) the Company may merge with or into an Affiliate with no Indebtedness incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. (a) The Company will Parent Guarantor shall not consolidate with or merge with or 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 assets 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 corporation 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 CompanyParent Guarantor) will shall own, directly or indirectly, all of the outstanding Capital Stock of the Issuer and shall expressly assume, by an indenture supplemental indenturethereto or other applicable documents or instruments, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Parent Guarantor under the Notes Notes, this Indenture and this Indenturethe Priority Lien Security Documents; (2ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the Successor Company Parent Guarantor or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the such Successor Company Parent Guarantor or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) each Subsidiary immediately after giving pro forma effect to such transaction, the Successor Parent Guarantor (unless it is the other party to the transactions above, in which case clause would either: (1) shall apply or unless 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 Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply Fixed Charge Coverage Ratio immediately prior to such Successor Company’s obligations in respect of this Indenture and the Notes; andtransaction; (4iv) the Company Parent Guarantor 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 indentures 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 the Priority Lien 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 and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 4.12; and (vi) 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 5.01, 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 CompanyParent Guarantor, which properties and assets, if held by the Company Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company 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 CompanyParent Guarantor. The predecessor Company will Successor Parent Guarantor (if not the Parent Guarantor) shall be released from its obligations under this Indenture the successor to the Parent Guarantor and the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company Parent Guarantor under this Indenture, butand 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 assetsassets to, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes.any Person, unless: (ai) either (x) the Issuer is the surviving or continuing Person or (y) the resulting, surviving or transferee Person will Person, if not the Issuer (the “Successor Issuer”), shall be a corporation, partnership, trust organized or limited liability company organized and 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 such Person the Successor Issuer (if not such Subsidiary Guarantorthe Issuer) will shall expressly assume, by an indenture supplemental indenturethereto or other applicable documents or instruments, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor the Issuer under its Note Guarantee; the Notes, this Indenture and the Priority Lien Security Documents; (bii) 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 or Event of 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); and or (c2) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio immediately prior to such transaction; (iv) the Company will 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 indentures 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 Priority Lien 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 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 (2B) the transaction results 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 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 this Indenture, and the Issuer, except in the release case of a lease, shall be released from all obligations under this Indenture and the Notes. (c) No Subsidiary Guarantor shall 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) 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 assume, by a Guarantee Agreement or other applicable documents or instruments, in a form reasonably satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor, if any, under its Subsidiary Guarantee and the Priority Lien 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 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 have occurred and be continuing; (iii) the Parent Guarantor delivers to the Trustee an Officer’s Note Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee pursuant Agreement, 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 Priority Lien 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 and (c) not be subject to any Lien other than Permitted Liens or other Liens as permitted under Section 11.05 hereof and otherwise does 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 violate 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 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 Subsidiary Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor and its Subsidiary Guarantee, and the predecessor Note Guarantor, except in the case of a lease, shall be released from its obligations under its Subsidiary Guarantee and this Indenture. Notwithstanding the foregoing, (v1) a Subsidiary Guarantor may merge or consolidate with an Affiliate solely for the Company 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 Subsidiary Guarantor may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may merge or consolidate with, merge with or into or transfer all or part of its properties and assets to to, another Note Guarantor or the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary GuarantorIssuer.

Merger and Consolidation. The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation corporation, partnership, trust, limited liability company or other similar 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 and the Successor Company (if not the Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture; (2ii) 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; (3iii) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.3(a) of this Indenture; (iv) each Subsidiary Guarantor (Guarantor, unless it is the other party to the transactions described above, in which case clause (1i) and Section 11.2 shall apply or unless the Company is the Successor Company) apply, shall have by supplemental indenture confirmed that its Note Subsidiary Guarantee shall apply to for such Successor Company’s Person's obligations in respect of this Indenture and the NotesSecurities and its obligations under the Exchange and Registration Rights Agreement; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (indenture, if any) , comply with this Indenture. For purposes of this Section 5.014.1, 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 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, 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 Notes. Securities. Solely for the purpose of computing amounts described in clause 3(A) of Section 3.4(a), 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 clause (aiii) 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 first sentence of Americathis Section 4.1, (x) any State Restricted Subsidiary of the United States Company (other than a Securitization Entity or the District of Columbia and such Person (if not such Subsidiary Guarantora Specified Financing Subsidiary) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will 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 indentures comply with this Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary GuarantorCompany, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with to realize tax or into or transfer all or part of its properties and assets to a Subsidiary Guarantorother benefits.

Merger and Consolidation. The Company (1) No Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets on a consolidated basis to, any Person, unless: (1A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of Americacompany, any State of the United States or the District of Columbia and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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) each Subsidiary Guarantor (unless it is the other party to 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 Successor Company’s obligations in respect of this Indenture and the Notes; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (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 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, 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 Notes. (a) 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 the Successor Company (if not such Subsidiary Guarantoran Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Issuer under the Securities and the Indenture; provided that if the Successor Company is not a corporation, a corporate wholly owned Subsidiary Guarantor organized under its Note Guarantee; the laws of the United States of America, any State thereof or the District of Columbia shall become a co-issuer of the Securities; (bB) immediately after giving effect to such transaction, transaction no Default or Event of Default shall have occurred and be continuing; and and (cC) the Company will have has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, conveyance, transfer or transfer and lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indentures indenture comply with this Indenture; or Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with. (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the provisions For purposes of this Indenture. Notwithstanding Article VIII the foregoingsale, (v) the Company may effect a reorganization described in the proviso to the definition lease, conveyance, transfer or other disposition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part substantially all of its the properties and assets to of one or more Subsidiaries of the Company or a Subsidiary Guarantorapplicable Issuer, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate withwhich properties and assets, merge with or into or transfer if held by such Issuer instead of such Subsidiaries, would constitute all or part substantially all of its the properties and assets of such Issuer on a consolidated basis, shall be deemed to a Subsidiary that is not a Subsidiary Guarantor, (y) be the Company may merge with or into an Affiliate incorporated solely for the purpose transfer of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part substantially all of its the properties and assets of such Issuer on a consolidated basis. (3) The predecessor Issuer will be released from its obligations under the Securities and the Indenture and the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, such Issuer under the Securities and the Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Issuer will not be released from the obligation to a Subsidiary Guarantorpay the principal of and interest on the Securities.