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. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries. (c) Section 8.1 of the Base Indenture shall not apply to the Notes.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporationPerson); , or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, Person unless: (i1) either: (a) the Company is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a Person an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements a supplemental indenture, in form reasonably satisfactory to the Trustee; and; (iii3) immediately after, and upon after giving effect to, to such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) This Section 7.2 Article 5 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Subsidiaries.the Subsidiary Guarantors. Clauses (3) and (4) of Section 5.01(a) will not apply to: (c1) Section 8.1 any Restricted Subsidiary of the Base Indenture shall not apply to Company that merges or consolidates with the NotesCompany for any purpose; provided that the Company is the survivor of such merger or consolidation; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i1) either: (a) the Company Borrower is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes by contract or operation all of law all the obligations of the Company Borrower’s Obligations under the Notes, this Indenture Agreement and the Registration Rights Agreement other Credit Documents pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; and (iii3) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall 6.4(a)(3) will not apply to: (i1) a merger of the Company Borrower with an Affiliate solely for the purpose of reincorporating the Company reorganizing Borrower in another jurisdiction; or (ii2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Borrower and its Restricted Subsidiaries. (c) Section 8.1 Upon any consolidation or amalgamation by Borrower with, or merger of Borrower into, any other Person or any conveyance, transfer or lease of the Base Indenture properties and assets of Borrower as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Borrower is merged, or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Agreement with the same effect, as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to another Person (other than to Borrower or another Guarantor), or consolidate with or merge with or into another Person (other than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Guarantor or such surviving Person and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any Guarantor that has been unconditionally released and discharged from the NotesGuaranty in accordance with this Agreement.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not(i) Neither Issuer, directly in a single transaction or indirectly: (1) series of related transactions, may consolidate or merge with or into another Person (whether any Person, or not the Company is the surviving corporation); or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all such Issuer’s assets, to any Person and (ii) the Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless: (1) either: (A) the Company, or such Issuer, as the case may be, shall be the surviving or continuing entity; or (B) the Person (if other than the Company or such Issuer, as the case may be) formed by such consolidation or into which the Company or such Issuer, as the case may be, is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company or such Issuer, as the case may be, and of the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”): (i) shall be a Person organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation; and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company or such Issuer, as the case may be, to be performed or observed; (2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company, such Issuer, or such Surviving Entity, as the case may be, shall either (x) be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b) hereof or (y) the Company shall have a pro forma Fixed Charge Coverage Ratio that would not be less than the actual Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (4) the Company, such Issuer or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) For purposes of Section 5.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations Restricted Subsidiaries of the Company under the NotesCapital Stock of which constitutes all or substantially all of the properties and assets of the Company, this Indenture shall be deemed to be the transfer of all or substantially all of the properties and assets of the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default existsCompany. (bc) This Notwithstanding the foregoing, Section 7.2 5.01(a) shall not apply to: (i1) a merger of the Company or such Issuer, as the case may be, with an Affiliate solely for the purpose of reincorporating reorganizing the Company in another jurisdiction; orjurisdiction or converting the Company into a corporation; (ii2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.; or (c3) any Required Asset Sale or Legacy Loan Portfolio Sale that complies with Section 8.1 of the Base Indenture shall not apply to the Notes4.10 hereof.

Merger, Consolidation or Sale of All or Substantially All Assets. (aExcept as otherwise provided in Section 5.01(b) The Company will notof the Indenture, directly or indirectly: (1) the Guaranteeing Subsidiary may not consolidate with or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease transfer or otherwise dispose lease, in one transaction or series of transactions, all or substantially all of the properties or its assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, any Person unless: (i) either: (a) except in the case of the Guaranteeing Subsidiary (x) that has been disposed of in its entirety to another Person (other than to the Company is or an Affiliate of the surviving corporation; Company), whether through a merger, consolidation or sale of Capital Stock or assets or (by) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than not the CompanyGuaranteeing Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is shall be a Person organized or and existing under the laws of the United States, any state jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia; (ii) , and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such saleTrustee, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company such Subsidiary, if any, under the Notes, this Indenture its Subsidiary Guaranty and the Registration Rights Agreement pursuant Indenture; (b) immediately after giving effect to agreements reasonably satisfactory to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Trusteeresulting, 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 (iiic) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries. (c) Section 8.1 of the Base Indenture shall not apply delivers to the NotesTrustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, directly or indirectly: (1) Issuer may not consolidate or merge with or into another Person or wind up into (whether or not the Company Issuer is the surviving corporation); , or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Subsidiaries, taken as a wholeassets, in one or more related transactions, to another Person, any Person unless: (i1) either: (ax) the Company Issuer is the surviving corporation, limited liability company or limited partnership; or (by) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has will have been made is a Person corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state of the United States or thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that, notwithstanding the foregoing, in the event any Successor Company thereof shall not be a corporation, a co-obligor of the Notes is a corporation; (ii2) the Person formed by or surviving any such consolidation or merger (Successor Company, if other than the Company) or the Person to which such saleIssuer, assignment, transfer, conveyance or other disposition has been made expressly assumes by contract or operation of law all the obligations of the Company Issuer under the Notes, this Indenture and the Registration Rights Agreement Notes pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease supplemental indentures or other disposition of assets between documents or among the Company and its Subsidiaries. (c) Section 8.1 of the Base Indenture shall not apply to the Notes.instruments;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Issuer is the surviving corporationPerson); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company Issuer and its Subsidiaries, Subsidiaries taken as a whole, in one or more related transactions, to another Person, ; unless: (i1) either: (a) the Company Issuer is the surviving corporationPerson; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or thereof, the District of ColumbiaColumbia or any territory thereof; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or the Person to which such sale, assignment, transfer, conveyance conveyance, lease or other disposition has been made assumes by contract or operation of law all the obligations of the Company Issuer under the Notes, this Indenture and the Registration Rights Agreement Notes pursuant to a supplemental indenture and executes joinder agreements reasonably satisfactory to the TrusteeSecurity Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and takes all actions required by the Security Documents to perfect the Liens created by the Security Documents; and (iii3) immediately after, after giving pro forma effect to such transaction or series of transactions and upon giving effect to, such transactionany related financing transactions, no Default or Event of Default exists. (b) This Notwithstanding the foregoing, this Section 7.2 shall 5.01 will not apply to: (i) to a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Issuer and its Subsidiaries. (c) Section 8.1 any of the Base Indenture shall not apply to the NotesSubsidiary Guarantors (if any).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i1) either: (a) the Company Borrower is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes by contract or operation all of law all the obligations of the Company Borrower’s Obligations under the Notes, this Indenture Agreement and the Registration Rights Agreement other Credit Documents pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent and, if party thereto, the Collateral Agent; and (iii3) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall 6.4(a)(3) will not apply to: (i1) a merger of the Company Borrower with an Affiliate solely for the purpose of reincorporating the Company reorganizing Borrower in another jurisdiction; or (ii2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Borrower and its Restricted Subsidiaries. (c) Section 8.1 Upon any consolidation or amalgamation by Borrower with or merger of Borrower into any other Person or any conveyance, transfer or lease of the Base Indenture properties and assets of Borrower as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Borrower is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Agreement with the same effect as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to another Person (other than another Guarantor), or consolidate with or merge with or into another Person (other than with or into another Guarantor or unless such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and, if party thereto, the Collateral Agent; (B) after giving effect to such transaction (if prior to the Collateral Release Date), the Collateral Coverage Ratio is at least 2.25 to 1.0 (for the avoidance of doubt, it being understood that any transaction effected in compliance with the terms of this Section 6.4(d)(2)(B) shall not thereafter be prohibited under this Section 6.4(d)(2)(B) in the event that the Collateral Coverage Ratio at any time thereafter falls below 2.25 to 1.0); or (C) either (A) such sale or other disposition does not constitute a Collateral Asset Sale or (B) such Collateral Asset Sale is effected in compliance with the terms of Section 6.5; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Guarantor or such surviving Person and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any Guarantor that has been unconditionally released and discharged from the NotesGuaranty in accordance with this Agreement.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) either: (aA) the Company is the surviving corporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes, Notes and this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries.” (cd) Effective upon the Effective Date, Section 8.1 of 7.10 (Additional Note Guarantees) shall be hereby amended and restated in its entirety to read as follows (and all references thereto and any terms defined therein in the Base First Supplemental Indenture shall not apply to the Notes.be amended accordingly):

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) either: either (a1) the Company is the surviving corporation; corporation or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes, this the Note Guarantee, the Indenture and each other Note Document to which the Registration Rights Agreement Company is a party pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) This Section 7.2 7.6 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. (cd) Section 8.1 of Notwithstanding anything herein to the Base Indenture contrary, the Issuer shall not, and the Company shall not apply to permit the NotesIssuer to, consolidate or merge with or into any other Person.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will shall not, directly or indirectly: , (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless: (i) either: either (a1) the Company is the surviving corporation; corporation or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes, this the Note Guarantee, the Indenture and each other Note Document to which the Registration Rights Agreement Company is a party pursuant to agreements reasonably satisfactory to the Trustee; and (iii) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) This Section 7.2 7.6 shall not apply to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. (cd) Section 8.1 of Notwithstanding anything herein to the Base Indenture contrary, CIT Funding shall not, and the Company shall not apply to the Notespermit CIT Funding to, consolidate or merge with or into any other Person.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets (including by disposition to a Delaware Divided LLC pursuant to a Delaware LLC Division) of the Company Borrower and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, Person unless: (i1) either: (a) the Company Borrower is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (ii2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes by contract or operation all of law all the obligations of the Company Borrower’s Obligations under the Notes, this Indenture Agreement and the Registration Rights Agreement other Credit Documents pursuant to agreements reasonably satisfactory to the TrusteeAdministrative Agent; and (iii3) immediately after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) This Section 7.2 shall 6.4(a)(3) will not apply to: (i1) a merger of the Company Borrower with an Affiliate solely for the purpose of reincorporating the Company reorganizing Borrower in another jurisdiction; or (ii2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company Borrower and its Restricted Subsidiaries. (c) Section 8.1 Upon any consolidation or amalgamation by Borrower with, or merger of Borrower into, any other Person or any conveyance, transfer or lease of the Base Indenture properties and assets of Borrower as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Borrower is merged, or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Agreement with the same effect, as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets (including by disposition to a Delaware Divided LLC pursuant to a Delaware LLC Division) to another Person (other than to Borrower or another Guarantor), or consolidate with or merge with or into another Person (other than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Guarantor or such surviving Person and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any Guarantor that has been unconditionally released and discharged from the NotesGuaranty in accordance with this Agreement.