Common use of The Assumption Clause in Contracts

The Assumption. Prior to the date of the Assumption Date, only ▇▇▇▇▇ Two and Ashland, but none of Ashland’s other Subsidiaries, will have any Obligations under this Indenture and the Notes, and such other Subsidiaries will not be subject to the covenants set forth in this Indenture and the Notes. Subject to satisfaction of the following conditions, upon consummation of the Assumption (a) ▇▇▇▇▇ Two will merge with and into Valvoline, with Valvoline as the surviving corporation, and Valvoline shall assume the obligations of ▇▇▇▇▇ Two under this Indenture and the Notes by executing a supplemental indenture in the form of Exhibit E hereto and (b) the Ashland Guarantee shall be automatically and unconditionally released: (a) Valvoline and each of Valvoline’s direct and indirect Domestic Restricted Subsidiaries that guarantees the Senior Secured Credit Facilities shall have executed a supplemental indenture in the form of Exhibit E hereto evidencing their guarantee of the Company’s obligations under the Notes in accordance with Article X; and the Company shall have delivered to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by Valvoline and each Subsidiary Guarantor and, subject to customary exceptions, is a valid and binding obligation of the Company and each such Subsidiary Guarantor, enforceable against the Company and each such Subsidiary Guarantor in accordance with its terms; (b) the Company shall have provided an Officer’s Certificate to the Trustee certifying that none of Valvoline or any of the Subsidiaries of Ashland that will become a Restricted Subsidiary at the time of the Assumption have taken any action (or omitted to take any action) that would constitute a Default or Event of Default under this Indenture or the Notes assuming that (i) Valvoline was the initial issuer of the Notes and all entities constituting the Valvoline Business that will become Restricted Subsidiaries were Restricted Subsidiaries during the period of time from the Issue Date through the Assumption Date and (ii) Valvoline and such Restricted Subsidiaries had been subject to the provisions of Indenture and the Notes on and from the Issue Date to the Assumption Date; provided that compliance with Section 4.09 shall be determined as if the Company did not have the ability to incur Indebtedness under Section 4.09(a) between the Issue Date and the Assumption Date; and (c) as of the Assumption Date, (i) all of the assets that constitute the Valvoline Business as of such date shall have been transferred to and be held by the Company and its Subsidiaries or shall be available for use pursuant to the transition services and other intercompany agreements described in the Offering Memorandum (it being understood that failure to transfer immaterial assets of the Valvoline Business to the Company or its Subsidiaries shall not cause this condition not to be satisfied so long as the financial statements included in the Offering Memorandum fairly presented, in all material respects, the financial position of the Valvoline Business as if it were owned, directly or indirectly, by Valvoline, on the basis stated in the Offering Memorandum in accordance with GAAP), (ii) all Indebtedness incurred pursuant to Section 4.09(b)(28) shall have been extinguished and repaid in full (iii) Valvoline and the Subsidiary Guarantors shall have entered into the Registration Rights Agreement and a joinder agreement to the purchase agreement for the Notes and (iv) the Company shall have delivered an Officer’s Certificate stating that all conditions set forth in this Section 12.01 have been satisfied. [Signatures on following page]