Common use of Merger, Consolidation or Sale of All or Substantially All Assets Clause in Contracts

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No Issuer may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (such Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws; (ii) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under Notes Documents pursuant to a supplemental indenture or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) the Interest Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes Documents; and (vi) such Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company will succeed to, and be substituted for, such Issuer under this Indenture, the Notes and the Notes Documents, and such Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (c) Subject to Section 10.2 and Section 10.5, each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No Neither Issuer may consolidate or merge with or into or wind up into (whether or not such Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the Acquisition and other than the merger or consolidation of one Issuer into another the other Issuer) unless: (i) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (such Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws; (ii) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under this Indenture and the Notes Documents pursuant to a supplemental indenture or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) the Interest Coverage Ratio for the LLC Co-Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the LLC Co-Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes Documentsthis Indenture and the Notes; and (vi) such Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company will succeed to, and be substituted for, such Issuer under this Indenture, the Notes Indenture and the Notes DocumentsNotes, and such Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes Indenture and the Notes DocumentsNotes. (b) Notwithstanding the foregoing clauses 4.1(a)(iii(iii) and 4.1(a)(iv(iv): (i) any either of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any either of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the LLC Co-Issuer and its Restricted Subsidiaries is not increased thereby;; and (iii) any Restricted Subsidiary may merge with or consolidate into an the LLC Co-Issuer, provided that such the LLC Co-Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (c) Subject to Section 10.2 and Section 10.5, each Subsidiary Guarantor will not, and the LLC Co-Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person (other than in connection with the Transactions) unless: (i) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No Issuer may Neither of the Issuers will consolidate or merge with or into into, or wind up into (whether or not such Issuer is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) Person, unless: (i) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation, consolidation or merger or winding up (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia Columbia, or any territory thereof (such Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws); (ii) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under this Indenture and the Notes Documents pursuant to a supplemental indenture or other documents or instrumentsinstruments in form reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has shall have occurred and is be continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) the Interest Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes Documents; and (vi) such Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company will succeed to, and be substituted for, such Issuer under this Indenture, the Notes and the Notes Documents, and such Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (c) Subject to Section 10.2 and Section 10.5, each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No Issuer The Company may not consolidate or merge with or into or wind up into (whether or not such Issuer the Company is the surviving Person), ) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i) such Issuer the Company is the surviving Person or the Person (if other than the Company) formed by or surviving any such consolidation, merger or winding up (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (such Issuer the Company or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not (Ax) a corporation, a co-obligor of the applicable series of New Second Lien Secured Notes is a corporation organized or existing under such laws and (By) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the applicable series of New Second Lien Secured Notes is organized or existing under such laws; (ii) the Successor Company (if other than such Issuerthe Company) expressly assumes all the obligations Second Lien Obligations of such Issuer under Notes Documents the Company pursuant to a supplemental indenture or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuingContinuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (A1) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B2) the Interest Coverage Ratio for the Issuer Company (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer Company and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes DocumentsSecond Lien Obligations; and (vi) such Issuer the Company will have delivered to the Trustee Second Lien Trustees an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this the Second Lien Indenture. . (b) The Successor Company will succeed to, and be substituted for, such Issuer the Company under this the Second Lien Indenture, the New Second Lien Secured Notes and the Notes Second Lien Security Documents, and such Issuer the Company will automatically be released and discharged from its obligations under this Indenture, the Notes and the Notes DocumentsSecond Lien Obligations. (bc) Notwithstanding the foregoing clauses 4.1(a)(iiiprovisions of Section 4.09(a)(iii) and 4.1(a)(ivSection 4.09(a)(iv): (i) any of the Issuers Company or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer the Company or a Subsidiary Guarantor; (ii) any of the Issuers Company may merge or consolidate with an Affiliate of such Issuer the Company incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer the Company in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer Company and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, the Company or any Subsidiary Guarantor; provided that the Company or such Issuer Subsidiary Guarantor, as applicable, is the Successor Company in such merger;; and (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers Company or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (cd) Subject to Section 10.2 Sections 4.09 and Section 10.510.02, each Subsidiary Guarantor will not, and the Issuer Company will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A1) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, Canada, any state state, territory or territory province thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the Second Lien Obligations of such Subsidiary Guarantor pursuant to a supplemental indenture or other documents or instruments; (3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any of its Subsidiaries 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 will have occurred and be Continuing; and (4) the Successor Guarantor (if other than such Subsidiary Guarantor) will have delivered or caused to be delivered to the Second Lien Trustees an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Second Lien Indenture; and (ii) such sale or disposition or consolidation or merger does not violate Section 4.07; provided that, in the event of a Subsidiary Guarantor liquidating or dissolving, the Person which receives the assets of such Subsidiary Guarantor substantially contemporaneously with such liquidation or dissolution shall be considered the Successor Guarantor for purposes of the above.; (e) Subject to Sections 4.09 and 10.02, the Successor Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under each of this Second Lien Indenture, such Subsidiary Guarantor’s Subsidiary Guarantee and the Second Lien Security Documents, and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Second Lien Indenture, such Subsidiary Guarantor’s Subsidiary Guarantee and the Second Lien Security Documents. (f) Notwithstanding the provisions of this Section 4.09: (i) a Subsidiary Guarantor may merge with or consolidate into an Affiliate of the Company incorporated or organized solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in the United States or Canada, any state, territory or province thereof or the District of Columbia, so long as the principal amount of Indebtedness of the Company and the Subsidiary Guarantors is not increased thereby; (ii) a Subsidiary Guarantor may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to, the Company or Subsidiary Guarantor; (iii) a Subsidiary Guarantor may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of a jurisdiction in the United States or Canada; and (iv) any Subsidiary Guarantor may merge with or consolidate into any Subsidiary Guarantor; provided that the surviving Person (x) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States or Canada, any state, territory or province thereof or the District of Columbia and (y) is or becomes a Subsidiary Guarantor upon the consummation of such merger or consolidation. (g) For purposes of this Section 4.09, 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 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, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No The Issuer may not consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (whether or not such the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of (including, in each case, by way of a Division) all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or Division (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; (ii) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments; (iii) immediately after such transaction, no Default exists; (iv) 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 Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Guarantor, unless it is the other party to the transactions described above, in which case clause (i)(B) of Section 5.01(e) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (vi) if the Successor Company is not a corporation, the Co-Issuer, unless it is the party to the transactions described above, shall have by supplemental indenture confirmed that it continues to be a co-obligor of the Notes; and (vii) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, Division or transfer and such supplemental indentures, if any, comply with this Indenture. (b) The Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture, the Guarantees and the Notes, as applicable, and the Issuer shall automatically be released and discharged from its obligations under this Indenture, the Guarantees and the Notes. (c) Notwithstanding clauses (iii) and (iv) of Section 5.01(a) hereof: (i) any Restricted Subsidiary may consolidate or amalgamate with or merge with or into or consummate a Division as the Dividing Person or transfer all or part of its properties and assets to the Issuer or a Guarantor; and (ii) the Issuer may consolidate or amalgamate or merge with, wind-up into or consummate a Division as a Dividing Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws an Affiliate of the United States, any state thereof or the District of Columbia (such Issuer or such Person, consummate a Division as the case may be, being herein called the “Successor Company”) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws; (ii) the Successor Company (if other than such Issuer) expressly assumes all the obligations of such Issuer under Notes Documents pursuant to a supplemental indenture or other documents or instruments; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuing; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) the Interest Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes Documents; and (vi) such Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company will succeed to, and be substituted for, such Issuer under this Indenture, the Notes and the Notes Documents, and such Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate Dividing Person with an Affiliate of such the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such the Issuer in another state of the United StatesStates of America, any state thereof, the District of Columbia or any territory of the United States thereof so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (cd) Subject to Section 10.2 and Section 10.5, each Subsidiary Guarantor will The Co-Issuer may not, and the Issuer will not permit any Subsidiary Guarantor todirectly or indirectly, consolidate or merge with or into or wind up into into, consummate a Division as the Dividing Person (whether or not such Subsidiary Guarantor the Co-Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the Co-Issuer’s properties or assets assets, in one or more related transactions totransactions, to any Person Person, unless: (i) (A) such concurrently therewith, a corporate Wholly-Owned Subsidiary Guarantor that is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such a Restricted Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust Issuer organized or and validly existing under the laws of the United StatesStates of America, any state or territory thereof or thereof, the District of Columbia or any territory thereof (which may be the continuing Person as a result of such Subsidiary Guarantor transaction) expressly assumes all the obligations of the Co-Issuer under the Notes pursuant to supplemental indentures or such Person, as the case may be, being herein called the “Successor Guarantor”);other documents or instruments; or

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No The Issuer may shall not consolidate or merge with or into or wind up into (whether or not such the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its consolidated properties or assets assets, in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i1) such the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company Person organized or existing under the laws of the jurisdiction of organization of the Issuer, the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or the District laws of Columbia any member of the European Union (such as it is constituted on the Issue Date) (the Issuer or such Person, as the case may be, being herein called the “Successor Company” and any such transaction resulting in an entity organized or existing under the laws of any member state of the European Union becoming a Successor Company, a “European Domicile Transaction”); provided that (i) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-an obligor of the Notes is organized or existing under such lawslaws and (ii) in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; (ii2) the Successor Company (Company, if other than such the Issuer) , expressly assumes all the obligations of such the Issuer under this Indenture and the Notes Documents pursuant to a supplemental indenture indentures or other documents or instruments; (iii3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has shall have occurred and is be continuing; (iv4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter period, either:, (A) the Successor Company or the Issuer would be permitted to Incur incur at least $1.00 of additional Indebtedness as pursuant to the Ratio Debt; Test, or (B) the Interest Fixed Charge Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) or the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee will shall apply to such Person’s Obligations obligations under Notes Documentsthis Indenture and the Notes; and (vi6) such the Issuer will shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indentures (indentures, if any) , comply with this Indenture. . (b) The Successor Company will (if other than the Issuer) shall succeed to, and be substituted for, such the Issuer under this Indenture, Indenture and the Notes and (if the Notes Documents, and such Successor Company is other than the Issuer) the Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes Indenture and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidationNotes. (c) Subject to Section 10.2 and Section 10.5certain limitations described in this Indenture governing release of a Guarantee upon the sale, each Subsidiary disposition or transfer of a Guarantor, no Guarantor will notshall, and the Issuer will shall not permit any Subsidiary Guarantor to, consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than the Issuer or a Guarantor) unless: (i1) (A) such Subsidiary any Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or the District laws of Columbia any member of the European Union (as it is constituted on the Issue Date) (such Subsidiary surviving Guarantor or such Person, as the case may be, being herein called the “Successor GuarantorPerson”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No The Issuer may not consolidate or merge with or into or wind up into (whether or not such the Issuer is the surviving Personcorporation), or nor may the Issuer sell, assign, transfer, lease, convey or otherwise dispose of assets or properties that in either case constitute all or substantially all of its the properties or assets of the Issuer and its Subsidiaries which are Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i1) such the Issuer is the surviving Person corporation or the Person formed by or surviving any such consolidation, consolidation or merger or winding up (if other than such the Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia Columbia, or any territory thereof, England and Wales, the Netherlands or the Grand Duchy of Luxembourg (such the Issuer or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity ); provided that in the case where the Successor Company is not (A) a corporationcorporation or equivalent form of organization under applicable local law, a co-obligor of the Notes is a corporation organized or existing equivalent form of organization under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such lawsapplicable local law; (ii2) the Successor Company (Company, if other than such Issuer) the Issuer expressly assumes all the obligations of such the Issuer under Notes this Indenture, the Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents pursuant to a supplemental indenture or other documents or instrumentsinstruments in form reasonably satisfactory to the Trustee; (iii3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuingexists; (iv4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter period, either: (A) the Successor Company would be permitted to Incur incur at least $1.00 of additional Indebtedness as Ratio Debtpursuant to the ratio test set forth in clause (y) of Section 4.09(a) hereof, notwithstanding clause (x) of such Section 4.09(a); or or (B) either (i) the Interest Consolidated Leverage Ratio would not be higher, or (ii) the Fixed Charge Coverage Ratio would not be lower, in each case than it was for the Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transactionacquisition or merger; (v5) each Subsidiary Guarantor, unless it is (a) the other party to the transactions described above, in which case clause (1)(B) of Section 5.01(c) shall apply or (b) a Guarantor that will be released from its obligations under its Guarantee in connection with such transactions, shall have by supplemental indenture confirmed that its Guarantee will shall apply to such Person’s Obligations obligations under Notes Documents; andthis Indenture and the Notes; (vi6) such the Issuer will shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (indentures, if any) , comply with this Indenture. ; and (7) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents, subject to the Agreed Security Principles. (b) The Successor Company will succeed to, and be substituted for, such the Issuer under this Indenture, the Notes Indenture and the Notes DocumentsNotes, as applicable, and such the Issuer will be automatically be released and discharged from its obligations under this Indenture, the Notes Indenture and the Notes Documents.Notes. Notwithstanding any other provision of Section 5.01(a) hereof, (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i1) any of the Issuers or any Restricted Subsidiary Guarantor may consolidate with, with or merge into or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or part of its properties and assets to an the Issuer or a Subsidiary Guarantor; (ii2) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary; and (3) the Issuers Issuer may merge or consolidate with an Affiliate of such the Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such the Issuer in another state of the United States, any state thereof, the District of Columbia or any territory thereof, England and Wales, the Netherlands or the Grand Duchy of the United States Luxembourg so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (c) Subject to Section 10.2 and Section 10.510.06 hereof, each Subsidiary no Guarantor will notshall, and the Issuer will shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (i1) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, consolidation or merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state or territory thereof or thereof, the District of Columbia Columbia, or any territory thereof, England and Wales, the Netherlands or the Grand Duchy of Luxembourg (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor GuarantorPerson”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No The Issuer may shall not consolidate or merge with or into or wind up into (whether or not such the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its consolidated properties or assets assets, in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i1) such the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or limited liability company Person organized or existing under the laws of the jurisdiction of organization of the Issuer, the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or the District laws of Columbia any member of the European Union (such as it is constituted on the Issue Date) (the Issuer or such Person, as the case may be, being herein called the “Successor Company” and any such transaction resulting in an entity organized or existing under the laws of any member state of the European Union becoming a Successor Company, a “European Domicile Transaction”); provided that (i) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-an obligor of the Notes is organized or existing under such lawslaws and (ii) in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation; (ii2) the Successor Company (Company, if other than such the Issuer) , expressly assumes all the obligations of such the Issuer under this Indenture, the Notes, the Intercreditor Agreements and the Notes Collateral Documents pursuant to a supplemental indenture indentures or other documents or instruments; (iii3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has shall have occurred and is be continuing; (iv4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transaction transactions had occurred at the beginning of the applicable four-quarter period, either:, (A) the Successor Company or the Issuer would be permitted to Incur incur at least $1.00 of additional Indebtedness as pursuant to the Ratio Debt; Test, or (B) the Interest Fixed Charge Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) or the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v5) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee will shall apply to such Person’s Obligations obligations under Notes Documents; andthis Indenture and the Notes; (vi6) such the Issuer will shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indentures (indentures, if any) , comply with this Indenture. ; and (7) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Notes Collateral Documents, the Issuer or the Successor Company, as applicable, shall take such action, if any, as may be reasonably necessary to cause such assets to be made subject to the Lien of the applicable Notes Collateral Documents in the manner and to the extent required in this Indenture or the applicable Notes Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Notes Collateral Documents. (b) The Successor Company will (if other than the Issuer) shall succeed to, and be substituted for, such the Issuer under this Indenture, the Notes Collateral Documents, the Intercreditor Agreements and the Notes Documents, and such (if the Successor Company is other than the Issuer) the Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes Indenture and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidationNotes. (c) Subject to Section 10.2 certain limitations described in this Indenture governing release of assets and Section 10.5property securing the Notes and release of a Guarantee upon the sale, each Subsidiary disposition or transfer of a Guarantor, no Guarantor will notshall, and the Issuer will shall not permit any Subsidiary Guarantor to, consolidate consolidate, amalgamate or merge with or into or wind up into (whether or not such Subsidiary the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than the Issuer or a Guarantor) unless: (i1) (A) such any Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as applicable, the laws of the United States, any state thereof, the District of Columbia, or any territory thereof or the District laws of Columbia any member of the European Union (as it is constituted on the Issue Date) (such surviving Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor GuarantorPerson”);

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When the Issuers May Merge or Otherwise Dispose of Assets. (a) No Issuer may The Company Borrower shall not consolidate or merge with or into or wind up into (whether or not such Issuer the Company Borrower is the surviving Personcorporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (other than a) the merger or consolidation of one Issuer into another Issuer) unless: (i) such Issuer Company Borrower is the surviving Person corporation or the Person formed by or surviving any such consolidation, consolidation or merger or winding up (if other than such Issuerthe Company Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a corporation corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof or thereof, the District of Columbia Columbia, or any territory thereof (such Issuer the Company Borrower or such Person, as the case may be, being herein called the “Successor Company”) and, if such entity is not (A) a corporation, a co-co- obligor of the Notes Obligations is a corporation organized or existing under such laws and laws; (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws; (iib) the Successor Company (if other than such Issuerthe Company Borrower) expressly assumes all the obligations of such Issuer the Company Borrower under Notes this Agreement and the other Loan Documents pursuant to which it is a supplemental indenture or other documents or instruments; party; (iiic) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has shall have occurred and is be continuing; ; (ivd) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, either: : (Ai) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) pursuant to the Interest Fixed Charge Coverage Ratio for the Issuer (or, if applicable, the Successor Company thereto) and its Restricted Subsidiaries would be equal to test set forth in Section 6.1(a); or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee will apply to such Person’s Obligations under Notes Documents; and (vi) such Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. The Successor Company will succeed to, and be substituted for, such Issuer under this Indenture, the Notes and the Notes Documents, and such Issuer will automatically be released and discharged from its obligations under this Indenture, the Notes and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to an Issuer or a Subsidiary Guarantor; (ii) any of the Issuers may merge or consolidate with an Affiliate of such Issuer incorporated or organized solely for the purpose of reincorporating or reorganizing such Issuer in another state of the United States, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary may merge with or consolidate into an Issuer, provided that such Issuer is the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidation. (c) Subject to Section 10.2 and Section 10.5, each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);-133-

Merger, Consolidation or Sale of All or Substantially All Assets. SECTION 4.1. When If any of the Issuers May Merge or Otherwise Dispose of Assets.following events occur: (a) No Issuer may consolidate if the Borrower consolidates or merge merges with or into or winds up into (whether or not the Borrower is the surviving Person), or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets in one or more related transactions, to any Person; or (b) if Vrio ▇▇▇▇▇ 1 consolidates or merges with or into or wind up into (whether or not such Issuer Vrio ▇▇▇▇▇ 1 is the surviving Person), or sellsells, assignassigns, transfertransfers, leaseleases, convey conveys or otherwise dispose disposes of all or substantially all of its properties or assets in one or more related transactions, to any Person (other than the merger or consolidation of one Issuer into another Issuer) unless: (i) such Issuer Vrio ▇▇▇▇▇ 1 is the surviving or continuing Person or the Person formed by or surviving any such consolidation, amalgamation or merger or winding up (if other than such IssuerVrio ▇▇▇▇▇ 1) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall will have been made is a corporation or corporation, limited liability company or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia (such Issuer or such Person, as the case may be, being herein called the “Successor CompanyVrio ▇▇▇▇▇ 1”) and, if such entity is not (A) a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws and (B) organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia, a co-obligor of the Notes is organized or existing under such laws); (ii) the Successor Company (Vrio ▇▇▇▇▇ 1, if other than such Issuer) Vrio ▇▇▇▇▇ 1, expressly assumes all the obligations Total Obligations of such Issuer Vrio ▇▇▇▇▇ 1 under Notes the Loan Documents pursuant to a supplemental indenture or an amendment thereto and other documents or instrumentscustomary documents; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries 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 has occurred and is continuingexists; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter periodTest Period, either: (A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (B) the Interest Coverage Consolidated Net Leverage Ratio for the Issuer (or, if applicable, Successor Vrio ▇▇▇▇▇ 1 and the Successor Company thereto) and its Restricted Subsidiaries would be less than or equal to or greater than such ratio the Consolidated Net Leverage Ratio for the Issuer Bond Issuers and its the Restricted Subsidiaries immediately prior to such transaction; (v) each Subsidiary Guarantor, unless it is the other party to the transactions transaction(s) described above, in which case clause (c) below will have apply, or unless any such Guarantor has ceased as part of such transaction to be a Guarantor in compliance with the applicable provisions of the Loan Documents, has by supplemental indenture an amendment to the Loan Documents confirmed that its Guarantee will apply to such Person’s Total Obligations under Notes the Loan Documents; and (vi) such Issuer will have Vrio ▇▇▇▇▇ 1 has delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and Vrio ▇▇▇▇▇ 1 stating that such consolidation, merger or transfer and such supplemental indentures the amendment to the Loan Documents and other documents referred to in clause (if anyii) above comply with this Indenturethe Loan Documents. The Upon compliance with the foregoing, the Successor Company Vrio ▇▇▇▇▇ 1 will succeed to, and be substituted for, such Issuer Vrio ▇▇▇▇▇ 1 under this Indenture, the Notes and the Notes Loan Documents, and in such Issuer event, Vrio ▇▇▇▇▇ 1 will automatically be released and discharged from its obligations under this Indenturethe Loan Documents. Continuation of “Bank Credit Note No. [•]”. Clause (iii) above will not apply to any consolidation or merger with or into, the Notes and the Notes Documents. (b) Notwithstanding the foregoing clauses 4.1(a)(iii) and 4.1(a)(iv): (i) any of the Issuers or any Subsidiary Guarantor may consolidate withwind-up or sale, merge into or sell, assignassignment, transfer, lease, convey conveyance or otherwise dispose other disposition of all or substantially all of the properties or assets to, an Affiliate if, in the good faith determination of the Board of Directors of Vrio ▇▇▇▇▇ 1 the sole purpose of the transaction is to reincorporate Vrio ▇▇▇▇▇ 1 in another jurisdiction referred to in clause (i) above. Notwithstanding the foregoing, any Restricted Subsidiary (other than the Borrower) may consolidate, amalgamate with, merge into, or transfer all or part of its properties and assets assets, to an the Bond Issuer or any other Restricted Subsidiary; provided if such Restricted Subsidiary (other than the Borrower) is a Subsidiary Guarantor; (ii) any of Guarantor the Issuers may merge surviving person or consolidate with an Affiliate of such Issuer incorporated or organized solely for transferee shall Guarantee the purpose of reincorporating or reorganizing such Issuer in another state of Loans. Notwithstanding the United Statesforegoing, the District of Columbia or any territory of the United States so long as the principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby; (iii) any Restricted Subsidiary of the Bond Issuers (other than the Borrower) may merge with liquidate or consolidate into an Issuerdissolve if the Bond Issuers or the Parent Guarantors, provided on behalf of the Bond Issuers, determine in good faith that such Issuer liquidation or dissolution is in the Successor Company in such merger; (iv) any Subsidiary Guarantor may dissolve or liquidate best interests of the Bond Issuers and is not materially disadvantageous to the extent that the assets of such Subsidiary Guarantor are transferred to the Issuers or another Subsidiary Guarantor substantially contemporaneously with such dissolution or liquidation; and (v) any Restricted Subsidiary that is not a Subsidiary Guarantor may dissolve or liquidate to the extent that the assets of such Restricted Subsidiary that is not a Subsidiary Guarantor are transferred to the Issuers or another Restricted Subsidiary substantially contemporaneously with such dissolution or liquidationLenders. (c) Subject subject to certain limitations described in Section 10.2 and Section 10.58.3 above governing release of a Subsidiary Guarantor’s Guarantee upon the sale, each disposition or transfer of a Subsidiary Guarantor will notGuarantor, and the Issuer will not permit if any Subsidiary Guarantor to, consolidate consolidates or merge merges with or into or wind winds-up into (whether or not such Subsidiary Guarantor is the surviving corporationPerson), or sellsells, assignassigns, transfertransfers, leaseleases, convey conveys or otherwise dispose disposes of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (i) (A) (x) such Subsidiary Guarantor is the surviving Person or continuing Person; or (y) the Person formed by or surviving any such consolidation, consolidation or merger or winding up (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (including by way of liquidation or dissolution of the Subsidiary Guarantor) is a corporation, partnership, limited partnership or limited liability company or trust partnership organized or existing under the laws of any member state of the European Union, the United States, any state or territory thereof or the District of Columbia Columbia, Argentina, Bolivia, Brazil, Cayman Islands, Chile, Colombia, Curacao, Ecuador, Paraguay, Peru, St. Lucia or Uruguay (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor GuarantorPerson”);