Common use of Consolidation, Merger and Sale of Assets Clause in Contracts

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Neither the Company nor the Guarantors will not consolidate with or merge with or into, into or sell, conveyassign, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and their assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer another person unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer person is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, thereof; (2) the person assumes by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to Company or such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the NotesGuarantor, as the case may be, could Incur at least $1.00 relating to the Notes, the Guarantees and the Indenture, as the case may be; and (3) immediately after the transaction no Event of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07Default exists; provided, however, provided that this clause (3) shall will not apply restrict or be applicable to a merger, consolidation or merger liquidation of a Guarantor with or into the Company or another Subsidiary that is wholly owned, directly or indirectly, by the Company that is, or concurrently with the completion of such merger, consolidation or liquidation becomes, a Wholly Owned Guarantor or a Restricted Subsidiary with a positive net worth; provided furtherthat is wholly owned, howeverdirectly or indirectly, that, in connection with by the Company. Upon any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for the Company or such Guarantor (including any merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, consolidation described in the good faith determination proviso at the end of the Board of Directors immediately preceding sentence), as applicable, under the Indenture. The successor corporation may then exercise every power and right of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of Company or such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee Indenture, and the Company or such Guarantor, as applicable, will be released from all of such Subsidiary Guarantor its respective liabilities and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes obligations in respect of the foregoing, Notes and the transfer (by lease, assignment, sale Indenture. If the Company or otherwise, in a single transaction or series of transactions) of any Guarantor leases all or substantially all of the properties or assets of one or more Subsidiary Guarantorsits assets, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, lessee corporation will be deemed the successor to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer Company or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every power and right and power of, of the Issuer Company or such Subsidiary Guarantor Guarantor, as the case may be, under this the Indenture, but the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer Company or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will not be released from the obligation its respective obligations to pay the principal of and interest premium, if any, and interest, if any, on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will indenture provides that we shall not consolidate with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property our properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person another person unless:  if we are not the resulting, surviving or permit any Person to merge with or into transferee person (the Issuer unless: (1) the Issuer shall be “continuing entity”), the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer entity is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) person organized and validly existing under the laws of the United States of America America, any State thereof, the District of Columbia, or any state or jurisdiction thereof the Cayman Islands, and shall such person expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of our obligations under the obligations notes and the indenture (including, for the avoidance of doubt, the Issuer on the Notes and obligation to pay additional amounts as set forth under this Indenture; (2) “— Additional Amounts”);  immediately after giving effect to such transaction, no Default default or Event event of Default shall have default has occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis is continuing under the Issuerindenture;  if, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed pursuant to the holders provisions set forth above under the heading “Conversion Rights — Recapitalizations, Reclassifications and Changes of Capital Stock Our Ordinary Shares,” upon the occurrence of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that any such consolidation, merger merger, sale, conveyance, transfer or transfer lease, the notes would become convertible into securities issued by an issuer other than the continuing entity, such other issuer shall fully and such supplemental indenture complies with this Section 5.01 unconditionally guarantee on a senior basis the resulting, continuing entity’s obligations under the notes; and that all  other conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, specified in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) indenture are met. Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantormerger, or any such sale, conveyance, transfertransfer or lease, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will (if not us) shall succeed to, and be substituted formay exercise, and may exercise every right and power ofof ours under the indenture, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a any such lease, we shall be discharged from our obligations under the Issuer or such Subsidiary Guarantorindenture and the notes. Although these types of transactions are permitted under the indenture, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all certain of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under foregoing transactions could constitute a fundamental change (as defined above) permitting each holder to require us to repurchase the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws notes of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofholder as described above.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate In case of any consolidation of the Company with or merge with a merger of the Company into another corporation or into, in case of any sale or sell, convey, transfer, lease or otherwise dispose conveyance to another corporation of all or substantially all the property of its property and assets (the Company as an entirety or substantially as an entirety in one transaction entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a series publicly traded company, the Company agrees that a condition of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis will be that the Issuer, Company or any Person becoming the such successor obligor of the Notesor purchasing corporation, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in assume the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock obligations of the Issuer; and (4) Company hereunder in writing. In the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion case of Counsel, in each case stating that any such consolidation, merger or transfer sale or conveyance, the Holder shall have the right until the Expiration Date upon payment of the Exercise Price in effect immediately prior to such action, to receive the kind and amount of shares and other securities and/or property which it would have owned or have been entitled to receive after the happening of such supplemental indenture complies with consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5.01 and that all conditions precedent provided for herein relating 3. The provisions of this Section 3.2(a) shall similarly apply to such transaction have been complied with; providedsuccessive consolidations, howevermergers, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssales or conveyances. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate In case of any consolidation of the Company with or merge with or a merger of the Company into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws in case of any sale or conveyance to another corporation of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all property of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all Company as an entirety or substantially all of the properties or assets of one or more Subsidiary Guarantorsas an entirety, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon upon any such consolidation, combination merger, sale or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, conveyance and the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power ofa non-publicly traded company, the Issuer or Company agrees that a condition of such Subsidiary Guarantor under this Indenturetransaction will be that the Company shall mail to the Holder at the earliest applicable time (and, in any event not less than 20 days before any record date for determining the Notes persons entitled to receive the consideration payable in such transaction) written notice of such record date. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the Subsidiary Guarantees with kind and amount of the same effect as if such surviving entity had been named therein as shares of stock and other securities and property deliverable upon exercise of this Warrant. Upon the Issuer or such Subsidiary Guarantor and, except closing of the transaction referenced in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notesforegoing notice, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding Warrant to the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.extent then unexercised shall terminate

Consolidation, Merger and Sale of Assets. (a) The Issuer will not may not, directly or indirectly: (x) consolidate with or merge with or into, into or wind up into another Person (whether or not the Issuer is the surviving Person); or (y) sell, conveyassign, transfer, lease convey or otherwise dispose of all or substantially all of its property and assets (as an entirety properties or substantially an entirety assets, in one transaction or a series of more related transactions) to, any Person or permit any Person to merge with or into the Issuer another Person; unless: (1a) either: (i) the Issuer shall be is the continuing surviving Person, ; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) formed by or to which such consolidation sale, assignment, transfer, conveyance or into which the Issuer other disposition has been made is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) limited partnership organized and validly or existing under the laws of the United States jurisdiction of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations organization of the Issuer on or the Notes and under this Indenture; (2) immediately after giving effect to such transactionUnited States, no Default or Event any state of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the IssuerUnited States, the District of Columbia or any Person becoming territory thereof (the successor obligor of the NotesIssuer or such Person, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (ahereinafter referred to as the “Successor Company”), ; (b) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under the Securities and the Indenture; (c) immediately after such transaction no Default or Event of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; andDefault exists; (4d) the Issuer delivers shall have delivered to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with amendment or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person supplement (if other than such Subsidiary Guarantorany) formed by such consolidation or into which such Subsidiary Guarantor is merged comply with the Indenture. The Successor Company shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicablethe Securities. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company and each Guarantor covenants that it will not merge or consolidate with any other Person or merge with sell or into, or sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1a) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer Company or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will shall be released from the obligation to pay continuing entity, or the successor entity or the Person which acquires by sale or conveyance substantially all the assets of the Company or such Guarantor, as the case may be (if other than the Company or such Guarantor, as the case may be), (A) shall expressly assume the due and punctual payment of the principal of of, premium, if any, and interest on all the Notes Securities or in respect of its Subsidiary Guaranteethe obligations under the Guarantees, as the case may be, according to their tenor, and the due and punctual performance and observance of all of the Issuer’s covenants and agreements of this Indenture to be performed or observed by the Company or such Subsidiary Guarantor’s other obligations , as the case may be, by supplemental indenture reasonably satisfactory to the Trustee, executed and covenants under delivered to the NotesTrustee by such Person and (B) is an entity treated as a “corporation” for United States tax purposes or the Company or such Guarantor, this Indenture as the case may be, obtains either (x) an opinion, in form and its Subsidiary Guaranteesubstance reasonably acceptable to the Trustee, if applicable. (e) Notwithstanding of tax counsel of recognized standing reasonably acceptable to the foregoingTrustee, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor which counsel shall include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (iiy) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of ruling from the United States Internal Revenue Service, in either case to the effect that such merger or consolidation, or such sale or conveyance, will not result in an exchange of America the Securities for new debt instruments for United States federal income tax purposes; and (b) no Event of Default and no event that, after notice or lapse of time or both, would become an Event of Default shall be continuing immediately after such merger or consolidation, or such sale or conveyance. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that a Board Resolution or supplemental indenture pertaining to any state series provides for different provisions relating to the subject matter of this Article X, the provisions in such Board Resolution or jurisdiction thereofsupplemental indenture shall govern for purposes of such series.

Consolidation, Merger and Sale of Assets. (a) The No Issuer will not shall consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person (other than a Restricted Subsidiary) to merge with or into the Issuer it unless: (1) the such Issuer shall be the continuing Person, or the Person (if other than the such Issuer) formed by such consolidation or into which the such Issuer is merged or that acquired or leased such property and assets of the such Issuer shall be a corporation, general or limited liability company, partnership (including a limited partnership, limited liability company ) or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture (provided that in the case of a limited liability company, partnership (including a limited partnership) or trust, there shall also be a corporation organized and validly existing under the Subsidiary Guarantee laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture; and); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four-Quarter Period, on a pro forma basis the Issuers, or any Person becoming the successor obligor of the Notes, as the case may be, (a) could Incur at least $1.00 of Indebtedness under paragraphs (a) and (c) of Section 5.08 or (b) the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary; and (4) if such Issuer is not the continuing Person, the Issuers deliver to the Trustee an Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel (which may be subject to customary qualifications), in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 6.01 and that all conditions precedent provided for herein relating to such transaction have been complied with and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, or the Person (if other than an Issuer) formed by such consolidation or into which such Issuer is merged or that acquired all or substantially all of such Issuer’s and its Restricted Subsidiaries’ property and assets; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of an Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 11.04, the Issuers shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey or transfer, in one transaction or a series of transactions, all or substantially all of its property and assets to any Person, unless: (1) (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any state thereof or the District of Columbia, and (ii) such Person shall expressly assume, by a supplemental indenture, all the obligations of such Subsidiary Guarantor, if any, under the Notes or its Subsidiary Guarantee, as applicable; provided, however, that the foregoing requirement in clause (ii) shall not apply in the case of a Subsidiary Guarantor or all or substantially all of its property and assets (x) that has been disposed of in its entirety to another Person (other than to an Issuer or an Affiliate of an Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, so long as, in both cases, in connection therewith the Issuers provide an Officer’s Certificate to the Trustee to the effect that the Issuers shall comply with their obligations under Section 5.11; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary qualifications), each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Subsidiary Guarantors, the Parent and the surviving Persons. (c) For purposes of Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge with an Affiliate of an Issuer or an Affiliate of a Restricted Subsidiary or another Subsidiary Guarantor solely for the purpose of changing the state of domicile of the Subsidiary Guarantor, (ii) merge with or into or transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially part of its properties and assets to another Subsidiary Guarantor or the Issuers or (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Subsidiary Guarantor, provided that such surviving Person (if not a Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, all of the properties or assets obligations of one or more such Subsidiary GuarantorsGuarantor, if any, under the Capital Stock of which constitutes all or substantially all of the properties Notes and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerits Subsidiary Guarantee. (d) Upon any such consolidation, combination or merger of the an Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease transfer or other disposition of all or substantially all of the assets of the an Issuer in accordance with this Section 5.016.01, in which the such Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary GuaranteeGuarantee and a supplemental indenture is entered into pursuant to Section 6.01(a)(1) or Section 6.01(b)(1), as the case may be, the surviving entity formed by such consolidation or into which the such Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease transfer or other disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the such Issuer or such Subsidiary Guarantor under this IndentureIndenture and, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the such Issuer or such Subsidiary Guarantor and, except in the case of a lease, the and such Issuer or such Subsidiary Guarantor, as the case may be, will shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the such Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company covenants that it will not merge or consolidate with any other Person or merge with sell or into, or sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (i) either (1) the Issuer Company shall be the continuing Personentity, or (2) the successor entity or the Person which acquires by sale or conveyance substantially all the assets of the Company (if other than the IssuerCompany), (A) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets shall expressly assume all of the Issuer obligations of the Company under the Indenture, (B) is an entity treated as a “corporation” for United States tax purposes and obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall be include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (y) a corporationruling from the United States Internal Revenue Service, general in either case to the effect that such merger or limited partnershipconsolidation, limited liability company or such sale or conveyance, will not result in an exchange of the Securities for new debt instruments for United States federal income tax purposes and (C) with respect to the Securities of any series then Outstanding, expressly undertakes the obligations set forth in Section 11.02 in respect of such Securities if such successor entity or other entity (other than an individual) Person is not organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture;United States (a “Foreign Successor”); and (2ii) immediately no Event of Default and no event that, after giving effect to such transactionnotice or lapse of time or both, no Default or would become an Event of Default shall have occurred and be continuing; (3) continuing immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) such sale or conveyance. The Company shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate (attaching to the arithmetic computations to demonstrate compliance with clause (3) above) foregoing effect and an Opinion of Counsel, in each case Counsel stating that such consolidation, merger or transfer the proposed transaction and such supplemental indenture complies comply with this Section 5.01 and Indenture. To the extent that all conditions precedent provided a Board Resolution or supplemental indenture pertaining to any series provides for herein different provisions relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination subject matter of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolutionthis Article X, the principal purpose provisions in such Board Resolution or supplemental indenture shall govern for purposes of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsseries. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or merge with or into, into any Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, Person formed by or the Person surviving such consolidation or merger (if other than the Issuer) formed by Company), or to which such consolidation sale, lease, conveyance or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer other disposition shall be made (collectively, the “Successor”), is a corporation, limited liability company, general partnership or limited partnership, limited liability company or other entity (other than an individual) partnership organized and validly existing under the laws of the United States of America or any state thereof or jurisdiction thereof the District of Columbia and shall expressly assumethe Successor assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and Company under this Indenture; provided that unless the Successor is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by such supplemental indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;; and (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) Company shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidationsupplemental indenture, merger or transfer and such supplemental indenture if required, complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except in transactions that will result in the release of the Guarantee of a Guarantor as provided in Section 10.04, no Subsidiary each Guarantor may will not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Personany other Person (other than the Company or any other Guarantor), unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantee of such Subsidiary Guarantor and under this IndentureNotes pursuant to a supplemental indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes Upon satisfaction of the foregoingrequirements in Section 5.01 (a) and (b) with respect to a merger, the transfer (by lease, assignment, consolidation or sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer Company or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guaranteea Guarantor, the surviving entity formed by such consolidation predecessor Company or into which Guarantor, as the Issuer case may be, shall be released from its obligations under this Indenture and the successor Company or such Subsidiary Guarantor is merged or Guarantor, as the entity to which the salecase may be, conveyance, transfer, lease or other disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will under this Indenture, but, in the case of a lease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate of it incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or Guarantor in another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofjurisdiction.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or intointo another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to), any Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer Company shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer is merged merger or that acquired or leased such property and assets of (the Issuer “Surviving Person”) shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the Xxxxxx Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indentureindenture to this Indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on Company under this Indenture, the Notes and under the Security Documents, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes, or from or through which payment is made, and this Indenture, the Notes and the Security Documents, as the case may be, shall remain in full force and effect; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the Issuer, Company or any Person becoming the successor obligor of the NotesSurviving Person, as the case may be, could Incur at least $US$1.00 of Indebtedness under paragraphs (a), (b) and (c) the proviso in the first sentence of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and4.06(a); (4v) the Issuer Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3) aboveiii) and (iv) of this Section 5.01(a)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; (vi) each Subsidiary Guarantor and JV Subsidiary Guarantor, unless such Subsidiary Guarantor or JV Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this Section 5.01 5.01, shall execute and deliver a supplemental indenture to this Indenture confirming that its Subsidiary Guarantee or JV Subsidiary Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture; and (vii) no Rating Decline shall have occurred. (b) No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with or merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor or, in the case of a JV Subsidiary Guarantor, other than to another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor), unless: (i) such Subsidiary Guarantor or JV Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction by executing and delivering a supplemental indenture to this Indenture or, in the case of a JV Subsidiary Guarantor, another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur at least US$1.00 of Indebtedness under the proviso in the first sentence of Section 4.06(a); (v) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) of this Section 5.01(b)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2vi) immediately after giving effect to such transaction, no Default or Event of Default Rating Decline shall have occurred and be continuing. occurred; provided that this Section 5.01(b) shall not apply to (cA) For purposes of the foregoing, the transfer (by lease, assignment, any sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all that complies with Section 4.14 or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such any Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such JV Subsidiary Guarantor is merged whose Subsidiary Guarantee or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its JV Subsidiary Guarantee, as the case may be, is unconditionally released in accordance with the provisions of Section 11.11 and all (B) a consolidation or merger of any Subsidiary Guarantor or JV Subsidiary Guarantor with and into the Issuer’s Company or any other Subsidiary Guarantor or JV Subsidiary Guarantor, so long as the Company or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Guarantor or JV Subsidiary Guarantor may (i) consolidate with survives such consolidation or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofmerger.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate In case of any consolidation of the Company with or merge with a merger of the Company into another corporation or into, in case of any sale or sell, convey, transfer, lease or otherwise dispose conveyance to another corporation of all or substantially all the property of its property and assets (the Company as an entirety or substantially as an entirety in one transaction entirety, upon any such consolidation, merger, sale or conveyance and the surviving entity is a series publicly traded company, the Company agrees that a condition of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis will be that the Issuer, Company or any Person becoming the such successor obligor of the Notesor purchasing corporation, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in assume the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock obligations of the Issuer; and (4) Company hereunder in writing. In the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion case of Counsel, in each case stating that any such consolidation, merger or transfer sale or conveyance, the Holder shall have the right until the Expiration Date upon payment of the Exercise Price in effect immediately prior to such action, to receive the kind and amount of shares and other securities and/or property which it would have owned or have been entitled to receive after the happening of such supplemental indenture complies with consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5.01 and that all conditions precedent provided for herein relating 3. The provisions of this Section 3.2(a) shall similarly apply to such transaction have been complied with; providedsuccessive consolidations, howevermergers, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationssales or conveyances. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate In case of any consolidation of the Company with or merge with or a merger of the Company into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws in case of any sale or conveyance to another corporation of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all property of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all Company as an entirety or substantially all of the properties or assets of one or more Subsidiary Guarantorsas an entirety, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon upon any such consolidation, combination merger, sale or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, conveyance and the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power ofa non-publicly traded company, the Issuer or Company agrees that a condition of such Subsidiary Guarantor under this Indenturetransaction will be that the Company shall mail to the Holder at the earliest applicable time (and, in any event not less than 20 days before any record date for determining the Notes persons entitled to receive the consideration payable in such transaction) written notice of such record date. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and the Subsidiary Guarantees with kind and amount of the same effect as if such surviving entity had been named therein as shares of stock and other securities and property deliverable upon exercise of this Warrant. Upon the Issuer or such Subsidiary Guarantor and, except closing of the transaction referenced in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notesforegoing notice, this Indenture and its Subsidiary Guarantee, if applicableWarrant to the extent then unexercised shall terminate. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or merge with or intointo any other Person, or permit any other Person to consolidate or merge with or into it, or liquidate or dissolve into it or, directly or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety determined on a consolidated basis, in one transaction or a series of related transactions) to, to any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Personcontinuing, resulting, surviving or the transferee Person (if other than the Issuer“Successor Company”) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity Person (other than an individual) organized and validly existing under the laws of the Netherlands, a member state of the European Union (on the date of the Offering Memorandum or at the time of the applicable transaction), the United States of America or States, any state thereof or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all District of the obligations of the Issuer on the Notes and under this IndentureColumbia; (2) the Successor Company (if other than the Company) expressly assumes all of the Note Guarantee obligations of the Company and other obligations of the Company in respect of the Notes and this Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (34) immediately after giving effect if the Successor Company is not the Company, each Subsidiary Guarantor confirms (by supplemental indenture or other documents or instruments in form reasonably satisfactory to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor Trustee) that its Note Guarantee shall continue to apply in respect of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) Notes and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the IssuerIndenture; and (45) if other than the Issuer delivers Company, the Successor Company shall have delivered to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, sale, assignment, conveyance, transfer, lease or transfer other disposition and such supplemental indenture complies indenture, if any, comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may The Issuer will not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another any other Person, or permit any other Person to consolidate or merge with or into it, or liquidate or dissolve into it or, directly or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets as determined on a consolidated basis, in one or a series of related transactions, to any Person unless: (1) either such Subsidiary Guarantor shall be the continuing Person continuing, resulting, surviving or the transferee Person (if the “Successor Issuer”) is a Person (other than such Subsidiary Guarantoran individual) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the Netherlands, a member state of the European Union (on the date of the Offering Memorandum or at the time of the applicable transaction), the United States of America or States, any state thereof or jurisdiction thereof and shall the District of Columbia; (2) the Successor Issuer (if other than the Issuer) expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee Notes and other obligations of such Subsidiary Guarantor and under the Issuer in respect of this Indenture; andIndenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (23) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (4) if the Successor Issuer is not the Issuer, each Subsidiary Guarantor confirms (by supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee) that its Note Guarantee shall continue to apply in respect of the Notes and this Indenture; and (5) if other than the Issuer, the Successor Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and such supplemental indenture, if any, comply with this Indenture. (c) A Subsidiary Guarantor will not consolidate or merge with or into any other Person, or permit any other Person to consolidate or merge with or into it, or liquidate or dissolve into it or, directly or indirectly, sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets as determined on a consolidated basis, in one or a series of related transactions, to any Person unless (in circumstances where the Subsidiary Guarantee will not be automatically released and discharged from its obligations thereunder as permitted under this Indenture): (1) the continuing, resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”) is a Person organized and existing under the laws of the jurisdiction under which any Subsidiary Guarantor is organized or under the laws of the Netherlands, the United States, any state thereof or the District of Columbia or a member state of the European Union (on the date of the Offering Memorandum or at the time of the applicable transaction) or the Organisation for Economic Co-Operation and Development; (2) the Successor Subsidiary Guarantor (if not the Subsidiary Guarantor or another Subsidiary Guarantor) expressly assumes all of the Note Guarantee obligations of the Subsidiary Guarantor and other obligations of the Subsidiary Guarantor in respect of the Notes and this Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) if the Successor Subsidiary Guarantor is not the Subsidiary Guarantor or another Subsidiary Guarantor, the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and such supplemental indenture, if any, comply with this Indenture. (d) For purposes of the foregoingthis Section 5.1, the transfer (by leasesale, assignment, sale conveyance, transfer, lease or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary Guarantorssubsidiaries of the Company, which properties and assets, if held by the Capital Stock Company instead of which constitutes such subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will be deemed to be the transfer disposition of all or substantially all of the properties and assets of the IssuerCompany. (de) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantormerger, or any such sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company, the Issuer or a Subsidiary Guarantor in accordance with this Section 5.015.1, in which each of the Company, the Issuer or such and Subsidiary Guarantor is not Guarantors, as the continuing obligor case may be, will be released from its obligations, under this Indenture, the Notes or its and the Note Guarantees, as applicable, and the Successor Company, Successor Issuer and the Successor Subsidiary GuaranteeGuarantor, as the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the salecase may be, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Company, the Issuer or such the Subsidiary Guarantor Guarantors, as applicable, under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andNote Guarantees; provided that, except in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, will not be released from the obligation to pay the principal of and interest on the Notes or in respect of its from the other payment obligations under this Indenture, and the Company or a Subsidiary GuaranteeGuarantor, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other will not be released from its obligations and covenants under the Notes, this Indenture and its Subsidiary Note Guarantee, if applicable. (ef) Notwithstanding anything to the foregoingcontrary in this Section 5.1, any Subsidiary Guarantor may (i) any Restricted Subsidiary may consolidate with or with, merge with or into or transfer all or part of its properties and assets to the Company, the Issuer, or a Subsidiary Guarantor, (ii) the Company, the Issuer or another a Subsidiary Guarantor or (ii) may convert into a corporation, general or partnership, limited partnership, limited liability company or trust similar entity form organized or existing under the laws of the jurisdictions set forth in Section 5.1(a)(1), with respect to the Company, Section 5.1(b)(1), with respect to the Issuer, and Section 5.1(c)(1), with respect to such Subsidiary Guarantor’s jurisdiction , and (iii) the Company, the Issuer or any Subsidiary Guarantor may consolidate or merge with or into an Affiliate of organization the Company, the Issuer or such Subsidiary Guarantor, respectively, solely for the laws purpose of reincorporating the Company, the Issuer or such Subsidiary Guarantor in any state of the United States or the District of America or any state or jurisdiction thereofColumbia.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or intointo another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to), any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer Company shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer is merged merger or that acquired or leased such property and assets of (the Issuer “Surviving Person”) shall be a corporation, general or an exempted company limited partnership, limited liability company or other entity (other than an individual) by shares organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof Cayman Islands and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on Company under the Indenture, the Notes and under this the Security Documents, as the case may be, and the Indenture, the Notes and the Security Documents, as the case may be, shall remain in full force and effect; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis the Issuer, Company or any Person becoming the successor obligor of the NotesSurviving Person, as the case may be, could Incur at least $US$1.00 of Indebtedness under paragraphs (aSection 4.06(a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and; (45) the Issuer Company delivers to the Trustee (x) an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3) aboveand (4)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; providedand (6) each Subsidiary Guarantor, howeverunless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this Section 5.01(a), shall execute and deliver a supplemental indenture confirming that clause its Subsidiary Guarantee (3as endorsed on the Notes) above does not shall apply if, in to the good faith determination obligations of the Board of Directors of Company or the Issuer, whose determination shall be evidenced by a Board Resolution, Surviving Person in accordance with the principal purpose of such transaction is to change Notes and the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04, no No Subsidiary Guarantor may will consolidate with or with, merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person (other than the Company or another Subsidiary Guarantor), unless: (1) either such Subsidiary Guarantor shall be the continuing Person Person, or the Person (if other than such Subsidiary Guarantorit) formed by such consolidation or into which merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor is merged or shall be become a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under concurrently with the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; andtransaction; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.; (c3) For purposes immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the foregoingCompany immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis, the transfer Company could Incur at least US$1.00 of Indebtedness under Section 4.06(a); (by lease, assignment, sale or otherwise5) the Company delivers to the Trustee (x) an Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and (y) Opinion of Counsel, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any each case stating that such consolidation, combination merger or merger of the Issuer or a Subsidiary Guarantortransfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that this paragraph (b) shall not apply to any Entire Sale Transaction, or which transaction shall be subject to and governed by Section 3.04 and Section 4.14 and shall not otherwise apply to any such sale, conveyance, transfer, lease sale or other disposition of all that complies with the Section 4.15 or substantially all of the assets of the Issuer any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable11.11. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or merge with or into, into any Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, Person formed by or the Person surviving such consolidation or merger (if other than the Issuer) formed by Company), or to which such consolidation sale, lease, conveyance or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer other disposition shall be made (collectively, the “Successor”), is a corporation, limited liability company, general partnership or limited partnership, limited liability company or other entity (other than an individual) partnership organized and validly existing under the laws of the United States of America or any state thereof or jurisdiction thereof the District of Columbia and shall expressly assumethe Successor assumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and Company under this Indenture; provided that unless the Successor is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by such supplemental indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;; and (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) Company shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidationsupplemental indenture, merger or transfer and such supplemental indenture if required, complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except in transactions that will result in the release of the Guarantee of a Guarantor as provided in Section 10.04, no Subsidiary each Guarantor may will not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Personany other Person (other than the Company or any other Guarantor), unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of such Subsidiary Guarantor under this Indenture and the Subsidiary Guarantee of such Subsidiary Guarantor and under this IndentureNotes pursuant to a supplemental indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Each of Parent and the Company covenants that it will not merge or consolidate with any other Person or merge with sell or into, or sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer shall be the continuing Person, either Parent or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the NotesCompany, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person entity, or the successor entity or the Person which acquires by sale or conveyance substantially all the assets of Parent or the Company, as the case may be (if other than such Subsidiary GuarantorParent or the Company, as the case may be), (A) formed by such consolidation shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on all the Securities or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing the obligations under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary GuarantorGuarantees, as the case may be, will according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of this Indenture to be released from performed or observed by Parent or the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary GuaranteeCompany, as the case may be, by supplemental indenture reasonably satisfactory to the Trustee, executed and all delivered to the Trustee by such Person and (B) is an entity treated as a “corporation” for United States tax purposes or Parent or the Company, as the case may be, obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (y) a ruling from the United States Internal Revenue Service, in either case to the effect that such merger or consolidation, or such sale or conveyance, will not result in an exchange of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable.Securities for new debt instruments for United States federal income tax purposes; and (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into no Event of Default and no event that, after notice or lapse of time or both, would become an Event of Default shall be continuing immediately after such merger or consolidation, or such sale or conveyance. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that a corporationBoard Resolution or supplemental indenture pertaining to any series provides for different provisions relating to the subject matter of this Article X, general the provisions in such Board Resolution or limited partnership, limited liability company or trust organized under the laws supplemental indenture shall govern for purposes of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofseries.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not not, in a single transaction or through a series of related transactions, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person to merge with or into group of Persons (other than the Issuer unlessCompany or a Guarantor), unless at the time and after giving effect thereto: (1) either (a) the Issuer shall Company will be the continuing Person, corporation or (b) the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased such property disposition all or substantially all of the properties and assets of the Issuer shall Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, general or limited partnership, limited liability company or other entity limited partnership (other than an individualprovided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes and this Indenture) duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes and under this Indenture, and the Notes and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Company or any Person becoming of its Restricted Subsidiaries which becomes the successor obligor obligation of the Notes, Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the case may be, could Incur at least $1.00 time of Indebtedness under paragraphs (asuch transaction), (b) no Default or Event of Default will have occurred and (c) of Section 4.07; provided, however, that this clause be continuing; (3) shall not apply to except in the case of a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or a Restricted Subsidiary with or into the Company or any other Restricted Subsidiary, or a positive net worth; provided furthersale, howeverassignment, thatconveyance, transfer, lease or other disposition of properties or assets to the Company or one or more Restricted Subsidiaries, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in connection with any such merger pro forma calculation), the Company (or consolidation, no consideration the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Capital Stock Permitted Debt) pursuant to Section 4.07. (4) unless the Company is the continuing obligor under this Indenture, at the time of the transaction, each Guarantor, if any, unless it is the other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed party to the holders of Capital Stock transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) at the time of the Issuertransaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, Section 4.10 is complied with; and (46) at the Issuer delivers time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other disposition and such any supplemental indenture complies in respect thereof comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04, no Subsidiary each Guarantor may will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the any other Person (if other than such Subsidiary the Company or any other Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation (y) sell, assign, convey, transfer, lease or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) otherwise dispose of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the its properties and assets to any Person or group of Persons (other than the IssuerCompany or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, will be deemed to be in the transfer aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer.Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto (d1) Upon any either (a) the Guarantor or the Company or another Guarantor will be the continuing Person in the case of a merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidationconsolidation or into which such Guarantor is merged or the Person which acquires by sale, combination or merger of the Issuer or a Subsidiary Guarantor, or any such saleassignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer in accordance with this Section 5.01Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by a supplemental indenture, in which a form reasonably satisfactory to the Issuer or Trustee, all the obligations of such Subsidiary Guarantor is not the continuing obligor under its Guarantee of the Notes and this Indenture, and such Guarantee and this Indenture will remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or its Subsidiary Guarantee, Event of Default will have occurred and be continuing; and (3) at the surviving entity formed by time of the transaction such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity Surviving Guarantor Entity will have delivered, or caused to which be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other disposition and any supplemental indenture in respect thereof comply with this Indenture; provided, however, that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 10.04. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in paragraphs (a) and (b) of this Section 5.01 in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to which such disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will and the Company or any Guarantor, as the case may be, shall be released discharged (other than, in the case of the Company, in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the date of the latest internal balance sheet available to the Company) of the Company or the Consolidated revenue of the Company (as of the latest 12-month period for which internal financial statements are available to the Company)) from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate of it incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or Guarantor in another Subsidiary Guarantor jurisdiction to realize tax or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofother benefits.

Consolidation, Merger and Sale of Assets. (a) The Neither the Company nor the Co-Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company unless: (1) the Issuer shall be Company or the Co-Issuer, as applicable, is the continuing Person, or the Person (if other than the Company or the Co-Issuer, as applicable) formed by such consolidation or into which the Issuer Company or the Co-Issuer, as applicable, is merged or that acquired or leased such property and assets of the Issuer shall be a corporationCompany or the Co-Issuer, general or limited partnershipas applicable, limited liability company or other is an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof (such Person, a “Successor Company”) and shall expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer Company or the Co-Issuer, as applicable, on the Notes and under this Indenture;; provided, that any Successor Company to the Co-Issuer must be a corporation; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;continuing; (3) in the case of a transaction involving the Company, immediately after giving effect to such transaction on a pro forma basis Pro Forma Basis, the IssuerCompany, or any Person becoming the successor obligor of the Notes, as the case may be, (A) could Incur at least $1.00 of Indebtedness under paragraphs in compliance with both clauses (a), (b) and (c) of Section 4.07; provided, however, 4.08 hereof or (B) has a Total Net Debt to Adjusted Total Assets Ratio that is no higher than the Total Net Debt to Adjusted Total Assets Ratio of the Company immediately before giving effect to the transaction and any related Incurrence of Indebtedness; provided that this clause (3) shall will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with the Company or (ii) any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in effected solely to change the surviving Person or the Issuer) shall be issued or distributed to the holders state of Capital Stock domicile of the Issuer; Company; and (4) if the Issuer Company or the Co-Issuer, as applicable, will not be the continuing Person, the Company delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. Wind up, liquidate or dissolve its affairs, divide its interests, or merge, or consolidate, or convey, sell, lease, or otherwise dispose of all or any part of its Property, including any disposition as part of any sale-leaseback transactions except that this Section 7.3 shall not prevent: (a) The Issuer will not consolidate with the sale and lease of inventory and dark fiber in the ordinary course of business; (b) the sale, transfer or merge with other disposition of any property for fair market value that, in the reasonable judgment of the Loan Parties or intotheir Subsidiaries, has become obsolete, or sellworn out, conveysurplus or is no longer used or useful in the business of the Loan Parties and their Subsidiaries; (c) the sale, transfer, lease, or other disposition of Property of (i) any Loan Party to another Loan Party, (ii) any non-Loan Party to any Loan Party, (iii) any non-Loan Party to another non-Loan Party or (iv) any Loan Party to any non-Loan Party in an amount not to exceed $1,000,000 in any fiscal year of the Borrower; (i) so long as no Event of Default would result therefrom, (A) the Borrower may merge or consolidate with any of its Subsidiaries; provided that (x) the Borrower is the continuing or surviving Person and (y) the Borrower shall deliver a confirmation and acknowledgement, and other ancillary documents to the Administrative Agent confirming that it is subject to all of the Obligations of the Borrower hereunder; (B) any Subsidiary may merge or consolidate with any other Subsidiary; provided that if a Guarantor is a party to such transaction, the continuing or surviving Person is a Guarantor; and (C) the Borrower or any Subsidiary may merge or consolidate with any other Person in connection with a Permitted Acquisition; provided that (x) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person, (y) the Borrower shall deliver a confirmation and acknowledgement, and other ancillary documents to the Administrative Agent confirming that it is subject to all of the Obligations of the Borrower hereunder and (z) if a Guarantor is a party to such transaction, a Guarantor is the surviving Person and (ii) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect; (e) the Loan Parties and their Subsidiaries may take any steps necessary to effectuate the Closing Date Transactions; (f) the sale, exchange or other disposition of cash and Cash Equivalents in the ordinary course of business; (g) the sale, transfer, lease, or other disposition of Property of any Loan Party or any Subsidiary of any Loan Party (including any disposition of Property as part of a Sale and Leaseback Transaction) so long as (i) no Event of Default shall exist or shall result from such disposition, (ii) not less than 75.0% of the aggregate sales price from such disposition shall be paid in cash and (iii) the aggregate fair market value of all assets to be sold by the Loan Parties and their Subsidiaries shall not exceed $7,000,000 in any fiscal year; (h) dispositions of equipment, dark fiber or other similar property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property or (iii) is exchanged for assets useful in the business of the Loan Parties and their Subsidiaries in the ordinary course of business; provided that, in each case, to the extent the property being transferred constitutes Collateral such replacement property shall constitute Collateral; (i) the settlement or write-off of accounts receivable or sale, discount or compromise of overdue accounts receivable for collection (i) in the ordinary course of business consistent with past practice, and (ii) with respect to such accounts receivable acquired in connection with a Permitted Acquisition, consistent with prudent business practice; (j) the lapse, abandonment or discontinuance of the use or maintenance of any intellectual property if determined by the Borrower in its reasonable business judgment that such lapse, abandonment or discontinuance is desirable in the conduct of its business; (k) the licensing and sublicensing of any intellectual property to third Persons on customary terms and in the ordinary course of business; (l) to the extent required by applicable Law, the sale or other disposition of a nominal amount of Equity Interests in any Subsidiary on terms reasonably acceptable to Administrative Agent in order to qualify members of the board of directors or similar governing body of such Subsidiary; (m) a disposition consisting of or subsequent to a total loss or constructive loss of Property (including any such loss occurring as a result of condemnation, eminent domain or transfer in lieu thereof); provided the proceeds of any loss are prepaid to the extent required by Section 2.8(b); (n) dispositions that constitute Investments permitted by Section 7.4, Permitted Liens permitted by Section 7.2 and Restricted Payments permitted by Section 7.5; (o) terminations of leases, subleases, software licenses or software sublicenses, the Disposition or termination of which will not materially interfere with the business of the Borrower and its Subsidiaries; (p) the surrender or waiver of contractual rights and settlement or waiver of contractual or litigation claims in the ordinary course of business; (q) the unwinding of any Hedge Agreement; (r) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market value and usefulness to the business of the Loan Parties and their Subsidiaries as a whole, as determined in good faith by the Borrower; provided that the aggregate fair market value of assets constituting Collateral that are exchanged for other assets not constituting Collateral pursuant to this clause (r) shall not exceed $7,000,000 over the term of this Agreement; (s) other sales or dispositions in an aggregate amount not to exceed $5,000,000 in any fiscal year; (t) any grant of an option to purchase, lease or acquire property in the ordinary course of business, so long as the disposition resulting from the exercise of such option would otherwise dispose be permitted under this Section 7.3; (u) the sale, lease, sub-lease, license, sub-license, service agreements, product sales, or consignment of tangible or intangible property of the Borrower or its Subsidiaries in the ordinary course of business and leases or subleases at market rates of real property permitted to be disposed of pursuant to clause (b) for which rentals are paid on a periodic basis over the term thereof; (v) cancellations of any intercompany Indebtedness among the Loan Parties; (w) the disposition by any Subsidiary of all or substantially all of its property and assets (as an entirety upon voluntary liquidation, dissolution or substantially an entirety in one transaction or a series of related transactionsotherwise) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect Borrower or to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worthanother Subsidiary; provided further, however, that, in connection with any that a Guarantor may make such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed disposition only to the holders of Capital Stock of the IssuerBorrower or another Guarantor; and (4x) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does disposition by any Subsidiary which is not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) Loan Party of all or substantially all of its assets to the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer Borrower or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofSubsidiary.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer it unless: (1) the Issuer it shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer it is merged or that acquired or leased such property and assets of (the Issuer “Surviving Person”) shall be a corporation, general or limited partnership, limited liability company or other an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations under the Indenture and the Notes; provided, that if such continuing Person or Person shall not be a corporation, such entity shall organize or have a wholly-owned Subsidiary in the form of a corporation organized and validly existing under the laws of the Issuer on United States or any jurisdiction thereof, and shall cause such corporation to expressly assume, as a party to the Notes supplemental indenture referenced above, as a co-obligor, each of such continuing Person or Person’s obligations under the Indenture and under this Indenturethe Notes; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (4) immediately after giving effect to such transaction on a pro forma basis the Issuer, Company or any Person becoming the successor obligor of the NotesSurviving Person, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) the first paragraph of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and4.03; (45) the Issuer it delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3) aboveand (4)) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (6) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and the Indenture; provided, however, that clause clauses (3) and (4) above does do not apply if, in the good faith determination of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile organization or convert the form of organization of the Issuer; provided furtherCompany to another form, however, that and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Each of the Guarantor and the Company, covenants that it will not merge or consolidate with any other Person or merge with sell or into, or sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (1a) either the Issuer applicable Guarantor or the Company, as the case may be, shall be the continuing Personentity, or the successor entity or the Person which acquires by sale or conveyance of all or substantially all the assets of such Guarantor or the Company, as the case may be (if other than a Guarantor or the IssuerCompany, as the case may be), (A) formed shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on each series of Securities or the obligations under the applicable Guarantee, as the case may be, according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of this Indenture to be performed or observed by such consolidation Guarantor or into which the Issuer is merged or that acquired or leased Company, as the case may be, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such property Person and assets of the Issuer (B) shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, any member state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer European Union or Switzerland as in effect on the Notes and under this IndentureIssue Date; (2b) immediately no Event of Default and no event that, after giving effect to such transactionnotice or lapse of time or both, no Default or would become an Event of Default shall have occurred and be continuing;continuing immediately after such merger or consolidation, or such sale or conveyance; and (3c) immediately after giving effect to such transaction on a pro forma basis the Issuerapplicable Guarantor, or any Person becoming the successor obligor of the NotesCompany, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers have delivered to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case Counsel stating that such consolidation, merger or transfer the proposed transaction and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a related supplemental indenture, executed and delivered to the Trusteeif any, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under comply with this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or intointo another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (i) (x) the Company shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger, or with or into which the Company consolidated or merged, or that acquired or leased such property and assets (the “Surviving Person”) (A) shall be a corporation organized and validly existing under the laws of the Cayman Islands, the British Virgin Islands, Luxembourg, Mongolia or Hong Kong or any jurisdiction thereof and (B) shall expressly assume (a) by a supplemental indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Company under this Indenture, the Notes and the Shared Security Documents, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes, or from or through which payment is made, and (b) to the extent required by the Intercreditor Agreement, all obligations of the Company under the Intercreditor Agreement, and (y) this Indenture, the Notes, the Intercreditor Agreement and the Shared Security Documents, as the case may be, shall remain in full force and effect; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; (iv) the Parent Guarantor and each Subsidiary Guarantor, unless the Parent Guarantor or such Subsidiary Guarantor is the Person with which the Company has entered into a transaction described under this ‎Section 5.01, shall execute and deliver a supplemental indenture to this Indenture confirming that its Parent Guarantee or Subsidiary Guarantee, as applicable, shall apply to the obligations of the Company or the Surviving Person in accordance with the Notes and this Indenture; and (v) no Rating Decline shall have occurred. (b) The Parent Guarantor will not consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (i) (x) the Parent Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger, or with or into which the Parent Guarantor consolidated or merged, or that acquired or leased such property and assets (A) shall be a corporation organized and validly existing under the laws of the Cayman Islands, the British Virgin Islands, Luxembourg, Mongolia or Hong Kong or any jurisdiction thereof and (B) shall expressly assume (a) by a supplemental indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Parent Guarantor under this Indenture, the Parent Guarantee and the Shared Security Documents, as the case may be, including the obligation to pay Additional Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes, or from or through which payment is made, and (b) to the extent required by the Intercreditor Agreement, all obligations of the Company under the Intercreditor Agreement, and (y) this Indenture, the Parent Guarantee, the Intercreditor Agreement and the Shared Security Documents, as the case may be, shall remain in full force and effect; (ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (iii) the Parent Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; (iv) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Parent Guarantor has entered into a transaction described under this ‎Section 5.01, shall execute and deliver a supplemental indenture to this Indenture confirming that its Subsidiary Guarantee shall apply to the obligations of the Company in accordance with the Notes and this Indenture; and (v) no Rating Decline shall have occurred. (c) Subject to ‎Section 5.01‎(d), no Subsidiary Guarantor will consolidate with or merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto another Person (other than the Parent Guarantor or another Subsidiary Guarantor), any Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer is merged merger or that acquired or leased such property and assets of the Issuer shall be the Company, the Parent Guarantor, another Subsidiary Guarantor or shall become a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized Subsidiary Guarantor concurrently with the transaction by executing and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by delivering a supplemental indenture, executed and delivered indenture to this Indenture to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4iii) the Issuer Parent Guarantor delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in Counsel each case stating that such consolidation, merger or transfer and such the relevant supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, and (iv) no Rating Decline shall have occurred; provided that clause (3this ‎(c) above does shall not apply if, to (A) any sale or other disposition that complies with ‎Section 4.11 or any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with the good faith determination provisions of ‎Section 13.11 and (B) a consolidation or merger of any Subsidiary Guarantor with and into the Board of Directors of the Issuer, whose determination shall be evidenced by a Board ResolutionCompany, the principal purpose of such transaction is to change Parent Guarantor or any other Subsidiary Guarantor, so long as the state of domicile of Company, the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Parent Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by survives such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuermerger. (d) Upon any such consolidation, combination or merger No member of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made ER Group will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer Parent Guarantor or another any Parent Entity, permit the Parent Guarantor or any Parent Entity to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to the Parent Guarantor or any Parent Entity. Subject to ‎Section 5.01‎(d), nothing in this Indenture will prevent any Restricted Subsidiary that is not a Subsidiary Guarantor from consolidating with, merging into or transferring all or substantially all of its properties and assets to the Company, the Parent Guarantor, a Subsidiary Guarantor or (ii) convert any other Restricted Subsidiary. The Company, the Parent Guarantor or any Subsidiary Guarantor may consolidate or otherwise combine with or merge into a corporationan Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, general the Parent Guarantor or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s , reincorporating the Company, the Parent Guarantor or such Subsidiary Guarantor in another jurisdiction of organization in compliance with ‎Section 5.01(a)(i)(x) or ‎Section 5.01(b)(i)(x) or changing the laws legal form of the United States of America Company, the Parent Guarantor or any state or jurisdiction thereofsuch Subsidiary Guarantor.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (substantially as an entirety or substantially an entirety entirety, in one transaction or a series of related transactions) to, directly or indirectly, to any Person or Person, and shall not permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another PersonCompany, unless: (1i) either such Subsidiary Guarantor the Company shall be the continuing surviving company in any merger or consolidation, or, if the Company consolidates with or merges into another Person or the conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly, to any Person, such successor Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal an entity organized and validly existing under the laws of the United States of America or any state thereof or jurisdiction thereof the District of Columbia; provided that in the case where such successor Person is not a corporation, a co-obligor of the Notes is a corporation; (ii) the successor Person, if other than the Company, expressly assumes all of the Company’s obligations in respect of this Indenture and shall expressly assume, by the Notes pursuant to a supplemental indenture, executed and delivered ; (iii) each Subsidiary Guarantor (unless it is the other party to the Trustee, all of the obligations of such Subsidiary Guarantor under the transactions above) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such successor Person’s obligations in respect of such Subsidiary Guarantor this Indenture and under this Indenture; andthe Notes; (2iv) immediately after giving effect to such transactionthe consolidation, merger, conveyance, transfer or lease, there exists no Default or Event of Default Default; and (v) the Company shall have occurred delivered to the Trustee an Officers’ Certificate and be continuing. an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease, other disposition or such supplemental indenture (cif any) complies with the requirements of this Indenture and that the Notes and this Indenture constitute valid and binding obligations of the Company or a successor Person, as applicable, subject to customary exceptions; provided, however, that this Section 5.1 shall not apply to the direct or indirect conveyance, transfer, lease or disposition of all or any portion of the stock, assets or liabilities of any Subsidiary of the Company to the Company or to any of the Company’s other Subsidiaries. For purposes of the foregoingthis Section 5.1, the transfer (by sale, lease, conveyance, assignment, sale transfer, or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary Guarantorsof the Company’s Subsidiaries, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of Company. The predecessor Person shall be released from its obligations under this Indenture and the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andbut, except in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, will predecessor Person shall not be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not SECTION 5.1. When the Company or a Subsidiary Guarantor May Merge or Transfer Assets. Neither of the Company nor any Subsidiary Guarantor shall consolidate with or sell, lease or convey all or substantially all of its properties or assets to, or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer other Person, unless: (1) the Issuer Company, or in the case of a Subsidiary Guarantor, the Company or such Subsidiary Guarantor, shall be the continuing Personentity, or the resulting, surviving or transferee Person (if other than the Issuer“Successor”) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general corporation or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America America, any State thereof or any state the District of Columbia and the Successor (if not the Company or jurisdiction thereof and such Subsidiary Guarantor, as the case may be) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer on Company or such Subsidiary Guarantor, as the case may be, under the Notes, this Indenture and any Guarantee, as applicable (provided that such Successor shall not be required to assume the obligations of any such Subsidiary Guarantor if such Successor would not, after giving effect to such transaction, be required to guarantee the Notes and under this Indenturethe provisions of Article X); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;; and (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) Company shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies (if any) comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: clauses (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to above and that such transactionsupplemental indenture constitutes the legal, no Default or Event of Default shall have occurred valid and be continuing. (c) For purposes binding obligation of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed Successor subject to be the transfer of all or substantially all of the properties and assets of the Issuercustomary exceptions. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The No Issuer will not shall consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person (other than a Restricted Subsidiary) to merge with or into the Issuer it unless: (1) the such Issuer shall be the continuing Person, or the Person (if other than the such Issuer) formed by such consolidation or into which the such Issuer is merged or that acquired or leased such property and assets of the such Issuer shall be a corporation, general or limited liability company, partnership (including a limited partnership, limited liability company ) or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture (provided that in the case of a limited liability company, partnership (including a limited partnership) or trust, there shall also be a corporation organized and validly existing under the Subsidiary Guarantee laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture; and); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four-Quarter Period, on a pro forma basis the Issuers, or any Person becoming the successor obligor of the Notes, as the case may be, (a) could Incur at least $1.00 of Indebtedness under paragraphs (a) and (c) of Section 5.08 or (b) could Incur at least $1.00 of Indebtedness under paragraph (a) of Section 5.08 and the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary; and (4) the Issuers deliver to the Trustee an Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 6.01 and that all conditions precedent provided for herein relating to such transaction have been complied with and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, or the Person (if other than an Issuer) formed by such consolidation or into which such Issuer is merged or that acquired all or substantially all of such Issuer’s and its Restricted Subsidiaries’ property and assets; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of an Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 11.04, the Issuers shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey or transfer, in one transaction or a series of transactions, all or substantially all of its property and assets to any Person, unless: (1) (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any state thereof or the District of Columbia, and (ii) such Person shall expressly assume, by a supplemental indenture, all the obligations of such Subsidiary Guarantor, if any, under the Notes or its Subsidiary Guarantee, as applicable; provided, however, that the foregoing requirement in clause (ii) shall not apply in the case of a Subsidiary Guarantor or all or substantially all of its property and assets (x) that has been disposed of in its entirety to another Person (other than to an Issuer or an Affiliate of an Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, so long as, in both cases, in connection therewith the Issuers provide an Officer’s Certificate to the Trustee to the effect that the Issuers shall comply with their obligations under Section 5.11; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Subsidiary Guarantors, the Parent and the surviving Persons. (c) For purposes of Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge with an Affiliate of an Issuer or an Affiliate of a Restricted Subsidiary or another Subsidiary Guarantor solely for the purpose of changing the state of domicile of the Subsidiary Guarantor, (ii) merge with or into or transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially part of its properties and assets to another Subsidiary Guarantor or the Issuers, or (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Subsidiary Guarantor, provided that such surviving Person (if not a Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, all of the properties or assets obligations of one or more such Subsidiary GuarantorsGuarantor, if any, under the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the IssuerNotes its Subsidiary Guarantee. (d) Upon any such consolidation, combination or merger of the an Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease transfer or other disposition of all or substantially all of the assets of the an Issuer in accordance with this Section 5.016.01, in which the such Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary GuaranteeGuarantee and a supplemental indenture is entered into pursuant to Section 6.01(a)(1) or Section 6.01(b)(1), as the case may be, the surviving entity formed by such consolidation or into which the such Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease transfer or other disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the such Issuer or such Subsidiary Guarantor under this IndentureIndenture and, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the such Issuer or such Subsidiary Guarantor and, except in the case of a lease, the and such Issuer or such Subsidiary Guarantor, as the case may be, will shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the such Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company unless: (1) the Issuer shall be Company is the continuing Person, or the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other Company is an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer Company on the Notes Notes, the Note Guarantees and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) in the case of a transaction involving the Company, immediately after giving effect to such transaction on a pro forma basis Pro Forma Basis, the IssuerCompany, or any Person becoming the successor obligor of the Notes, as the case may be, (A) could Incur at least $1.00 of Indebtedness under paragraphs in compliance with both clause (a), (b) and clause (c) of Section 4.074.08 hereof or (B) has a Leverage Ratio that is no higher than the Leverage Ratio of the Company immediately before giving effect to the transaction and any related Incurrence of Indebtedness; provided, however, provided that this clause (3) shall will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with the Company or (ii) any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in effected solely to change the surviving Person or the Issuer) shall be issued or distributed to the holders state of Capital Stock domicile of the IssuerCompany; and (4) if the Issuer Company will not be the continuing Person, the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of . Notwithstanding the foregoing, this Section 5.01 shall not apply to the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) lease of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and real estate assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, Company or any such sale, conveyance, transfer, lease of its respective Subsidiaries to MGM or its Subsidiaries or another operator pursuant to a Master Lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicablesimilar leases. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of the Company’s and its property Subsidiaries’ properties and assets (assets, taken as an entirety or substantially an entirety in one transaction or a series of related transactions) whole, to, any other Person or permit any Person to merge with or into the Issuer it unless: (1a) the Issuer The Company shall be the continuing Person, or the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired or leased such property and assets of the Issuer assets, shall be a corporation, general corporation or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations of the Issuer on the Notes and under this IndentureIndenture and the Securities; (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4c) the Issuer Company delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, sale, conveyance, transfer, lease or transfer disposition and such supplemental indenture complies with this Section 5.01 10.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided. To the extent that a Board Resolution or supplemental indenture pertaining to any series provides for different provisions relating to the subject matter of this Article X, however, that clause the provisions in such Board Resolution or supplemental indenture shall govern for purposes of such series. The restrictions in Sections 10.01(b) and 10.01(c) shall not be applicable to: (3i) above does not apply if, in the good faith determination merger or consolidation of the Company with an Affiliate of the Company if the Board of Directors of determines in good faith that the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is principally to change the state of domicile incorporation of the Issuer; provided further, however, that any such transaction shall not have as one Company or convert the form of its purposes the evasion organization of the foregoing limitations.Company to another form; or (bii) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge the merger of the Company with or into (whether a single direct or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws indirect wholly owned subsidiary of the United States of America Company pursuant to Section 251(g) (or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all successor provision) of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes General Corporation Law of the foregoing, the transfer State of Delaware (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all similar provision of the properties or assets Company’s state of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerincorporation). (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Parent Guarantor will not consolidate with or with, merge with or intointo another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions) to), any Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer shall Parent Guarantor will be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer is merged merger or that acquired or leased such property and assets of (the Issuer “Parent Guarantor Surviving Person”) shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of Cyprus, Peru, the United States of America America, any state thereof or the District of Columbia or any state other country that is a member country of the European Union and will expressly assume or jurisdiction thereof and shall expressly assumeguarantee, by a supplemental indentureindenture to this Indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and Parent Guarantor under this IndentureIndenture and the Parent Guarantee, as the case may be, and this Indenture and the Parent Guarantee, as the case may be, will remain in full force and effect; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall will have occurred and be continuing; (3iii) immediately after giving effect to such transaction on a pro forma basis basis, the Issuer, Parent Guarantor or any Person becoming the successor obligor of the NotesParent Guarantor Surviving Person, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply have a Consolidated Net Worth equal to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other greater than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock Consolidated Net Worth of the IssuerParent Guarantor immediately prior to such transaction; and (4iv) the Issuer Parent Guarantor delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3iii) aboveof this Section 4.3(a)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such the relevant supplemental indenture (if any) complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04The Issuer will not consolidate with, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially an entirety in one transaction or a series of related transactions), unless: (1i) either such Subsidiary Guarantor shall the Issuer will be the continuing Person Person, or the Person (if other than such Subsidiary Guarantorit) formed by such consolidation or into which merger or that acquired or leased such Subsidiary Guarantor is merged property and assets (the “Issuer Surviving Person”) shall be a corporation or other legal entity organized and validly existing under the laws of Peru, Cyprus, the United States of America America, any state thereof or the District of Columbia or any state or jurisdiction thereof other country that is a member country of the European Union and shall will expressly assume, by a supplemental indentureindenture to this Indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and Issuer under this Indenture; andIndenture and the Notes, and this Indenture and the Notes will remain in full force and effect; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall will have occurred and be continuing.; (ciii) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in immediately after giving effect to such transaction on a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power ofpro forma basis, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary GuarantorSurviving Person, as the case may be, will be released from shall have a Consolidated Net Worth equal to or greater than the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all Consolidated Net Worth of the Issuer’s or Issuer immediately prior to such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable.transaction; and (eiv) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) of this Section 4.3(b)) and (y) an Opinion of Counsel, in each case stating that such consolidation, merger or another Subsidiary Guarantor or transfer and the relevant supplemental indenture (iiif any) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofcomplies with this Indenture.

Consolidation, Merger and Sale of Assets. (a) The Each Issuer covenants that it will not merge or consolidate with any other Person, consummate a Delaware LLC Division (whether or merge with not such Issuer is the surviving Person or intosuccessor, as applicable) or sell, convey, transfer, lease sell or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any person, any Person or permit any Person to merge with or into the Issuer unless: (a) Either (1) the such Issuer shall be the continuing Personentity, or the successor entity, or (2) the Person which acquires by sale or conveyance substantially all the assets of such Issuer (if other than the such Issuer), (A) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets shall expressly assume all of the obligations of such Issuer under this Indenture, (B) is an entity treated as a “corporation” for U.S. tax purposes and obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall be include Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP or (y) a corporationruling from the U.S. Internal Revenue Service, general in either case to the effect that such merger, Delaware LLC Division or limited partnershipconsolidation, limited liability company or other such sale or conveyance, will not result in an exchange of the Offered Securities for new debt instruments for U.S. federal income tax purposes and (C) if such entity (other than an individual) is not organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and of the United States, then it shall expressly assume, by a supplemental indenture, executed and delivered undertake obligations with respect to the Trustee, all of the obligations of the Offered Securities comparable to those initially undertaken by such Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, with as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of described in Section 4.0714.02; provided, however, that this clause no Additional Amounts (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, described in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the IssuerSection 14.02) shall be issued paid on account of any taxes imposed or distributed withheld pursuant to the holders of Capital Stock Sections 1471 through 1474 of the IssuerCode (or any amended or successor version that is substantively comparable) and any current or future regulations promulgated thereunder or official interpretations thereof; and (4b) the no Event of Default and no event that, after notice or lapse of time or both, would become an Event of Default shall be continuing immediately after such merger, Delaware LLC Division or consolidation, or such sale or conveyance. Such Issuer delivers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate (attaching to the arithmetic computations to demonstrate compliance with clause (3) above) foregoing effect and an Opinion of Counsel, in each case Counsel stating that such consolidation, merger or transfer the proposed transaction and any such supplemental indenture complies comply with this Section 5.01 and Indenture. To the extent that all conditions precedent provided a Board Resolution or supplemental indenture pertaining to any series provides for herein different provisions relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination subject matter of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolutionthis Article XIII, the principal purpose provisions in such Board Resolution or supplemental indenture shall govern for purposes of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsseries. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, into any other Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (substantially as an entirety or substantially an entirety entirety, in one transaction or a series of related transactions) to, directly or indirectly, to any Person or Person, and shall not permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another PersonCompany, unless: (1i) either such Subsidiary Guarantor the Company shall be the continuing surviving company in any merger or consolidation, or, if the Company consolidates with or merges into another Person or the conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly, to any Person, such successor Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal an entity organized and validly existing under the laws of the United States of America or any state thereof or jurisdiction thereof the District of Columbia; provided that in the case where such successor Person is not a corporation, a co-obligor of the Notes is a corporation; (ii) the successor Person, if other than the Company, expressly assumes all of the Company’s obligations in respect of this Indenture and the Notes pursuant to a supplemental indenture; (iii) each Subsidiary Guarantor (unless it is the other party to the transactions above) shall expressly assume, have by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the indenture confirmed that its Subsidiary Guarantee shall apply to such successor Person’s obligations in respect of such Subsidiary Guarantor this Indenture and under this Indenture; andthe Notes; (2iv) immediately after giving effect to such transactionthe consolidation, merger, conveyance, transfer or lease, there exists no Default or Event of Default Default; and (v) the Company shall have occurred delivered to the Trustee an Officer’s Certificate and be continuing. an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease, other disposition or such supplemental indenture (cif any) complies with the requirements of this Indenture and that the Notes and this Indenture constitute valid and binding obligations of the Company or a successor Person, as applicable, subject to customary exceptions; provided, however, that this Section 5.1 shall not apply to the direct or indirect conveyance, transfer, lease or disposition of all or any portion of the stock, assets or liabilities of any Subsidiary of the Company to the Company or to any of the Company’s other Subsidiaries. For purposes of the foregoingthis Section 5.1, the transfer (by sale, lease, conveyance, assignment, sale transfer or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary Guarantorsof the Company’s Subsidiaries, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of Company. The predecessor Person shall be released from its obligations under this Indenture and the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andbut, except in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, will predecessor Person shall not be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.074.08; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary GuarantorsRestricted Subsidiaries, the Capital Stock of which constitutes constitute all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this IndentureIndenture and, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Restricted Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofRestricted Subsidiary.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with Company may not, directly or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: indirectly: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into another Person (whether or not such Subsidiary Guarantor the Company is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person corporation); or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transactionsell, no Default assign, transfer, convey or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) 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 Subsidiary Guarantorsrelated transactions, to another Person; unless: (1) 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 shall have been made (the “Successor Company”) 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 or any member of the European Union as of the date of this Indenture; (2) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, the Capital Stock Indenture, the Registration Rights Agreement and the Deposit Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company or the Successor Company (if other than the Company) will, 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 4.3(a) or on the date of the transaction after giving pro forma effect thereto and any related financing transaction, as if the same had occurred at the beginning of the applicable period, the pro forma Fixed Charge Coverage Ratio of the Company or the Successor Company will exceed the actual Fixed Charge Coverage Ratio of the Company on such date; and (5) the Company has delivered to the Trustee opinions of tax counsel reasonably acceptable to the Trustee stating that (A) any payment of principal, redemption price or purchase price of, interest, premium, if any, and Additional Amounts, if any, on the Notes by the Company or the Successor Company to a Holder of such Notes (or beneficial owner, if not a Holder) after the consolidation or merger, conveyance, transfer or lease of assets will be exempt from the Taxes and (B) no other taxes on income (including taxable capital gains) will be payable under the laws of the Relevant Taxing Jurisdiction by a Holder (or beneficial owner, if not a Holder) who is not and is not deemed to be a resident of the Relevant Taxing Jurisdiction and does not carry on a trade in the Relevant Taxing Jurisdiction through a branch, agency or permanent establishment to which constitutes the Notes of that Holder or beneficial owner are attributable (or, as the case may be, does not carry on any business activities through a branch, agency or permanent establishment in such Relevant Taxing Jurisdiction) in respect of the acquisition, ownership or disposition of Notes, including the receipt of principal, interest, premium, if any, or Additional Amounts, if any, pursuant to the Notes. (b) In addition, the Company may not, directly or indirectly, lease 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 any other Person. (c) Notwithstanding Section 5.1(a)(4), (x) any Restricted Subsidiary of the Company may consolidate or merge with or into or transfer all or part of its property and assets to the Company or a Wholly-Owned Restricted Subsidiary of the Company and (y) the Company may merge with an Affiliate owned 100% by Parent incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits. (d) For purposes of this Article V, the sale, assignment, transfer, conveyance, disposition or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableCompany. (e) Notwithstanding In the foregoingevent of an occurrence of any of the events described in this Article V, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under Company will inform the laws Luxembourg Stock Exchange of the occurrence of such Subsidiary Guarantor’s jurisdiction event and provide a supplement to the Offering Memorandum setting forth reasonable details concerning the occurrence of organization or such event. If and for so long as the laws Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of the United States occurrence of America or any state or jurisdiction thereofof the events described in this Article V in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

Consolidation, Merger and Sale of Assets. (a) The Issuer will not may not, directly or indirectly: (i) consolidate with or merge with or intointo another Person (whether or not the Issuer is the surviving corporation), or (ii) sell, conveyassign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless: (1) either (a) the Issuer is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company incorporated or organized under the laws of any member state of the European Union, any member of the United Kingdom, Switzerland, Canada, the United States, any state of the United States or the District of Columbia; provided, however, that if the Person is a partnership or limited liability company, then a corporation wholly‑owned by such Person incorporated or organized under the laws of any member state of the European Union, any member of the United Kingdom, Switzerland, Canada, the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co‑issuer of the Notes pursuant to supplemental indentures duly executed by the Trustee; (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under this Indenture and the Notes pursuant to documents in such form as are reasonably satisfactory to the Trustee; and (3) immediately after such transaction, no Default or Event of Default exists. (b) In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its and its Subsidiaries’ properties or assets, taken as a whole, in one or more related transactions, to any other Person. (c) A Guarantor may not sell or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary the Issuer or a Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) unless immediately after giving effect to such that transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerexists. (d) Upon any such consolidation, combination or Section 5.01 will not apply to: (A) a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction or forming a Subsidiary Guarantor, or direct holding company of the Issuer; and (B) any such sale, transfer, assignment, conveyance, transfer, lease or other disposition of all assets between or substantially all of the assets of among the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary GuaranteeSubsidiaries, if applicableincluding by way of merger or consolidation. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not not, in any Transaction, (x) consolidate with or merge with or intointo any other Person or (y) sell, or sellassign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets to any Person, or (as an entirety in the case of clause (y)) permit any of the Restricted Subsidiaries to enter into any Transaction, if such Transaction, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially an entirety in all of the properties and assets of the Company and the Restricted Subsidiaries on a Consolidated basis to any other Person (other than the Company or one transaction or a series of related transactionsmore Restricted Subsidiaries) to, any Person or permit any Person to merge with or into unless at the Issuer unlesstime and after giving effect thereto: (1) the Issuer shall be the continuing Person, or either (a) the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased disposition all or substantially all of such property properties and assets of (the Issuer shall “Surviving Entity”) will be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) limited partnership duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia or (b) the Company will be the Surviving Entity; (2) if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity, (a) the Surviving Entity shall expressly assume, by a supplemental indentureindenture (or other agreement reasonably satisfactory to the Trustee), executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture and (b) if the Surviving Entity is not a corporation, then a Subsidiary of the Surviving Entity that is a corporation shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) except in the case (a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or (b) the Company merges into, consolidates with or disposes of assets to a Guarantor, immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Company or any Person becoming Restricted Subsidiary which becomes the successor obligor obligation of the NotesCompany or any Restricted Subsidiary as a result of such transaction as having been incurred at the time of such transaction), as no Default or Event of Default will have occurred and be continuing; (4) except in the case may be(a) a Restricted Subsidiary merges into, consolidates with or disposes of assets to the Company or (b) the Company merges into, consolidates with or disposes of assets to a Guarantor, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), either (i) the Company (or the Surviving Entity if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity) could Incur at least on the first day following such four-quarter period incur $1.00 of additional Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock Permitted Debt) under Section 4.07 or (other than Disqualified Stockii) in the surviving Person Consolidated Fixed Charge Coverage Ratio for the Company (or the IssuerSurviving Entity if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity) shall would be issued at least as great as the Consolidated Fixed Charge Coverage for the Company immediately prior to such transactions; (5) if the Company is merging into, consolidating with or distributed disposing of assets and is not the Surviving Entity, at the time of the transaction, each Guarantor, if any, unless it is the other party to the holders of Capital Stock transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to the Surviving Entity’s obligations under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes; (6) at the time of the Issuertransaction, if any of the property or assets of the Company or any Restricted Subsidiary would thereupon become subject to any Lien, Section 4.10 is complied with; and (47) at the time of the transaction, the Company or (if the Company is merging into, consolidating with or disposing of assets and is not the Surviving Entity) the Issuer delivers Surviving Entity will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and such the supplemental indenture complies in respect thereof comply with this Section 5.01 Supplemental Indenture and that all conditions precedent provided for herein relating the Base Indenture (as it relates to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsNotes). (b) Except as provided for any Guarantor whose Guarantee is to be released in accordance with this Supplemental Indenture in connection with a transaction complying with Section 10.049.04, no Subsidiary each Guarantor may will not, and the Company will not permit a Guarantor to, in a Transaction, (x) consolidate with or merge with or into any other Person (whether other than the Company or not such Subsidiary Guarantor is any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than the surviving Person) another PersonCompany or any other Guarantor), unlessunless at the time and after giving effect thereto: (1) either such Subsidiary one of the following is true: (a) a Guarantor shall or the Company will be the continuing Person in the case of a consolidation or merger involving the Guarantor; or (b) the Person (if other than such Subsidiary Guarantora Guarantor or the Company) formed by such consolidation or into which such Subsidiary Guarantor is merged shall or the Person (if other than a Guarantor or the Company) which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor (the “Surviving Guarantor Entity”) will be a corporation corporation, limited liability company, limited liability partnership, partnership, trust or other legal entity duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under its Guarantee of the Subsidiary Notes, the Base Indenture (as it relates to the Notes) and this Supplemental Indenture, and such Guarantee of such Subsidiary Surviving Guarantor Entity and under this Indenturethe Indenture will remain in full force and effect; andor (c) the Transaction, at the time thereof, is an Asset Sale and is effected in compliance with Section 4.11, to the extent applicable thereto; (2) immediately before and immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default shall will have occurred and be continuing; and (3) at the time of the transaction the Company will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Supplemental Indenture and the Base Indenture (as it relates to the Notes); provided that this Section 5.01(b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with this Supplemental Indenture and the Base Indenture (as it relates to the Notes). (c) For purposes In the event of any Transaction described in and complying with the foregoing, the transfer conditions listed in paragraph (by lease, assignment, sale a) or otherwise, in a single transaction or series of transactions(b) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, 5.01 in which the Issuer Company or such Subsidiary Guarantor any Guarantor, as the case may be, is not the continuing obligor under the Notes or its Subsidiary GuaranteePerson, the surviving entity successor Person formed by such consolidation or into which the Issuer remaining or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition such transfer is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will under the Base Indenture (as it relates to the Notes), this Supplemental Indenture and the Notes with the same effect as if such successor had been named as the Company or such Guarantor, as the case may be, herein and shall be substituted for the Company or such Guarantor, as the case may be (so that from and after the date of such Transaction, the provisions of the Base Indenture (as it relates to the Notes), this Supplemental Indenture and the Notes referring to the “Company” or “such Guarantor,” as the case may be, shall refer instead to the successor and not to the Company or such Guarantor, as the case may be) and (except in the case of a lease) the Company or such Guarantor, as the case may be, shall be discharged and released from all obligations and covenants under the obligation Base Indenture (as it relates to pay the principal of Notes), this Supplemental Indenture and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, . The Trustee shall enter into a supplemental indenture to evidence the succession and all substitution of such successor and such discharge and release of the Issuer’s Company or such Subsidiary Guarantor’s other obligations and covenants under , as the Notes, this Indenture and its Subsidiary Guarantee, if applicablecase may be. (ed) Notwithstanding paragraphs (a) and (b) of this Section 5.01, the foregoing, Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or such Guarantor in another Subsidiary jurisdiction to realize tax or other benefits or converting the Company or such Guarantor to an entity that is, or (ii) convert into is taxable for federal income tax purposes as, a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws a combination of the United States of America or any state or jurisdiction thereofforegoing.

Consolidation, Merger and Sale of Assets. (a) The Issuer Each of the Company and each Guarantor will not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company or any Guarantor unless: (1i) the Issuer Company or any Guarantor, as the case may be, shall be the continuing Person, or the Person (if other than the IssuerCompany or Guarantor) formed by such consolidation or into which the Issuer Company or any Guarantor, as the case may be, is merged or that acquired or leased such property and assets of the Issuer Company or any Guarantor, as the case may be, shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the TrusteeTrustees, all of the obligations of the Issuer Company or any Guarantor, as the case may be, on all of the Notes and under this the Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3iii) if such transaction involves the Company or any Significant Subsidiary thereof, immediately after giving effect to such transaction on a pro forma basis basis, the IssuerCompany, or any Person becoming the successor to the Company as obligor on the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) if such transaction involves the Company or any Significant Subsidiary thereof, immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) the first paragraph of Section 4.074.03; provided, however, provided that this clause (3iv) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Common Stock (other than Disqualified Stock) in the surviving Person or the IssuerCompany) shall be issued or distributed to the holders of Capital Stock stockholders of the IssuerCompany; and (4v) the Issuer Company or Guarantor, as the case may be, delivers to the Trustee Trustees an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3) aboveiii) and an (iv)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause clauses (3iii) and (iv) above does do not apply if, in the good faith determination of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile incorporation of the IssuerCompany; and provided further, however, further that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of . Notwithstanding the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series provisions of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which 5.01 shall not apply to the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableMerger. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) Article Eight of the Base Indenture is hereby replaced by the following: The Issuer will Company shall not consolidate with with, or merge with or into, enter into any combination or binding share exchange with, another Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the consolidated assets of the Company and its property and assets (Subsidiaries, taken as an entirety or substantially an entirety in one transaction or a series of related transactions) towhole, to any successor Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer shall be the continuing successor Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer any, is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the United States of America or any state thereof or jurisdiction thereof the District of Columbia and shall expressly assume, assumes by a supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of the Issuer on Company under the Notes and under this the Indenture; (2ii) if as a result of such transaction the Notes become convertible into common stock or other securities issued by a third party (subject to the provisions set forth under Section 5.03), such third party fully and unconditionally guarantees all the obligations of the Company or such successor Person under the Notes and the Indenture; (iii) immediately after giving effect to such the transaction, no Default default or Event of Default with respect to the Notes shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4iv) the Issuer delivers Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Officer’s Certificate (attaching to the arithmetic computations to demonstrate compliance with clause (3) above) foregoing effect and an Opinion of Counsel, in each case Counsel (which may rely upon such Officer’s Certificate as to the absence of defaults and Events of Default) stating that such consolidation, merger or transfer the proposed transaction and such supplemental indenture complies will, upon consummation of the proposed transaction, comply with this Section 5.01 Indenture. Upon any such consolidation, merger, combination, binding share exchange, or sale, assignment, conveyance, transfer, lease or other disposition, the resulting, surviving or transferee corporation (if not the Company) shall succeed to the Company, and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination may exercise every right and power of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to , and the Company shall be discharged from its obligations under the Notes and this Indenture except in the case of any such transaction, no Default or Event of Default shall have occurred and be continuing. (c) lease. For purposes of the foregoing, the transfer (by leaseany sale, assignment, sale conveyance, transfer, lease or otherwise, in a single transaction or series of transactions) of all or substantially all other disposition of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and Company’s Subsidiaries that would, if the Company had held such assets of directly, have constituted the Issuersale, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such saleassignment, conveyance, transfer, lease or other disposition of all or substantially all of the consolidated assets of the Issuer in accordance with this Section 5.01Company and its Subsidiaries, in which the Issuer or taken as a whole, will be treated as such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will ----------------------------------------- not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company and the Company will not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company or the Company and its Restricted Subsidiaries, taken as a whole, to any other Person or Persons, unless: : (1i) the Issuer shall Company will be the continuing Person, or the Person (if other than the IssuerCompany) (the "Successor Company") formed by such consolidation or into ----------------- which the Issuer Company is merged or that acquired or leased such property and assets of the Issuer shall Company will be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) corporation organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on Company with respect to the Notes and under this Indenture; ; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; ; (3iii) immediately after giving effect to such transaction on a pro forma basis, the Company, or any Person becoming the successor obligor of the Notes, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (iv) immediately after giving effect to such transaction on a pro forma basis the IssuerCompany, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 (Euro)1.00 of Indebtedness under paragraphs subsection 4.4(a); (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4v) the Issuer Company delivers to the Trustee an Officers’ ' Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3iii) and (iv) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 Indenture; and that all conditions precedent provided for herein relating to such transaction (vi) the Company shall have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the TrusteeTrustee an opinion of tax counsel reasonably acceptable to the Trustee stating that (A) Holders will not recognize income, all gain or loss for U.S. federal or German income tax purposes as a result of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default (B) any payment of Accreted Value, principal, redemption price or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power purchase price of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as premium (if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of any) and interest on the Notes by the Company to a Holder after the consolidation, merger, conveyance, transfer or lease of assets will be exempt from any Taxes and (C) no other taxes on income (including taxable capital gains) will be payable under the tax laws of the Relevant Taxing Jurisdiction by a Holder who is or who is deemed to be a non-resident of the Relevant Taxing Jurisdiction in respect of its Subsidiary Guaranteethe acquisition, as the case may be, and all ownership or disposition of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture including the receipt of Accreted Value, principal of, premium and its Subsidiary Guarantee, if applicableinterest paid pursuant to such Notes. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Parent shall not consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Parent unless: (1) the Issuer Parent shall be the continuing Person, or the Person (if other than the IssuerParent ) formed by such consolidation or into which the Issuer Parent is merged or that acquired or leased such property and assets of the Issuer Parent shall be a corporation, general or limited liability company, partnership (including a limited partnership, limited liability company ) or other entity (other than an individual) trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer Parent on its Guaranty and under this Indenture (provided that in the Notes case of a limited liability company, partnership (including a limited partnership) or trust, there shall also be a corporation organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Parent on its Guaranty and under this Indenture); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four Quarter Period, on a pro forma basis the IssuerIssuers, or any Person becoming the successor obligor of the Notes, as the case may be, (i) could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.0710.8 or (ii) could incur at least $1.00 of Indebtedness under paragraph (a) of Section 10.8 and the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the IssuerRestricted Subsidiary; and (4) the Issuer Parent delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 14.1 and that all conditions precedent provided for herein relating to such transaction have been complied withwith and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Parent, or the Person (if other than the Parent) formed by such consolidation or into which the Parent is merged or that acquired all or substantially all of the Parent’s and its Restricted Subsidiaries’ property and assets; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the IssuerParent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the IssuerParent; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.048.4, no the Parent shall not permit the Issuers or any Subsidiary Guarantor may to consolidate with or merge with or into (whether into, or not such Subsidiary Guarantor is the surviving Person) another convey or transfer, in one transaction or a series of transactions, all or substantially all of its assets to any Person, unless: (1) either such Subsidiary Guarantor shall be (i) the continuing Person resulting, surviving or the transferee Person (if other than not such Subsidiary GuarantorSubsidiary) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity Person organized and validly existing under the laws of the jurisdiction under which such Issuer or Subsidiary was organized or under the laws of the United States of America America, or any state State thereof or jurisdiction thereof the District of Columbia, and (ii) such Person shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Issuer or Subsidiary Guarantor, if any, under the Notes or its Subsidiary Guaranty, as applicable; provided, however, that the foregoing requirement in clause (ii) shall not apply in the case of a Subsidiary Guarantor or all or substantially all of its assets (x) that has been disposed of in its entirety to another Person (other than to the Parent or an Affiliate of the Parent), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, so long as, in both cases, in connection therewith the Parent provides an Officer’s Certificate to the Trustee to the effect that the Parent shall comply with its obligations under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; andSection 10.11; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (3) the Parent delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Subsidiary Guarantors, the Parent and the surviving Persons. (c) For purposes of Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge with an Affiliate of the Parent or a Restricted Subsidiary of the Parent or another Subsidiary Guarantor solely for the purpose of changing the state of domicile of the Subsidiary Guarantor, (ii) merge with or into or transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all part of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the its properties and assets to another Subsidiary Guarantor, the Issuers or the Parent or (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the Issuer, will be deemed to be the transfer jurisdiction of all or substantially all organization of the properties and assets of the Issuersuch Subsidiary Guarantor. (d) Upon any such consolidation, combination or merger of the an Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease transfer or other disposition of all or substantially all of the assets of the an Issuer in accordance with this Section 5.0114.1, in which the such Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary GuaranteeGuaranty, the surviving entity formed by such consolidation or into which the such Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease transfer or other disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the such Issuer or such Subsidiary Guarantor under this IndentureIndenture and, the Notes and the Subsidiary Guarantees Guaranties with the same effect as if such surviving entity had been named therein as the such Issuer or such Subsidiary Guarantor and, except in the case of a lease, the and such Issuer or such Subsidiary Guarantor, as the case may be, will shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary GuaranteeGuaranty, as the case may be, and all of the such Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary GuaranteeGuaranty, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States foregoing and for the avoidance of America doubt, the lease of all or any state or jurisdiction thereofsubstantially all of the assets of the Parent and its Restricted Subsidiaries shall not be subject to this Section 14.1.”

Consolidation, Merger and Sale of Assets. (a) The No Issuer will not shall consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose of all or substantially all of its and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person (other than a Restricted Subsidiary) to merge with or into the Issuer it unless: (1) the such Issuer shall be the continuing Person, or the Person (if other than the such Issuer) formed by such consolidation or into which the such Issuer is merged or that acquired or leased such property and assets of the such Issuer shall be a corporation, general or limited liability company, partnership (including a limited partnership, limited liability company ) or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity trust organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture (provided that in the case of a limited liability company, partnership (including a limited partnership) or trust, there shall also be a corporation organized and validly existing under the Subsidiary Guarantee laws of the United States of America or any state or jurisdiction thereof which shall expressly jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor Issuer with respect to the Notes and under this Indenture; and); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable Four-Quarter Period, on a pro forma basis the Issuers, or any Person becoming the successor obligor of the Notes, as the case may be, (a) could Incur at least $1.00 of Indebtedness under paragraphs (a) and (c) of Section 5.08 or (b) the Interest Coverage Ratio would improve; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Restricted Subsidiary; and (4) if such Issuer is not the continuing Person, the Issuers deliver to the Trustee an Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel (which may be subject to customary qualifications), in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 6.01 and that all conditions precedent provided for herein relating to such transaction have been complied with and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, or the Person (if other than an Issuer) formed by such consolidation or into which such Issuer is merged or that acquired all or substantially all of such Issuer’s and its Restricted Subsidiaries’ property and assets; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Parent, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of an Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 11.04, the Issuers shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey or transfer, in one transaction or a series of transactions, all or substantially all of its property and assets to any Person, unless: (1) (i) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any state thereof or the District of Columbia, and (ii) such Person shall expressly assume, by a supplemental indenture, all the obligations of such Subsidiary Guarantor, if any, under the Notes or its Subsidiary Guarantee, as applicable; provided, however, that the foregoing requirement in clause (ii) shall not apply in the case of a Subsidiary Guarantor or all or substantially all of its property and assets (x) that has been disposed of in its entirety to another Person (other than to an Issuer or an Affiliate of an Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, so long as, in both cases, in connection therewith the Issuers provide an Officer’s Certificate to the Trustee to the effect that the Issuers shall comply with their obligations under Section 5.11; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary qualifications), each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Subsidiary Guarantors, the Parent and the surviving Persons. (c) For purposes of Notwithstanding the foregoing, any Subsidiary Guarantor may (i) merge with an Affiliate of an Issuer or an Affiliate of a Restricted Subsidiary or another Subsidiary Guarantor solely for the purpose of changing the state of domicile of the Subsidiary Guarantor, (ii) merge with or into or transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially part of its properties and assets to another Subsidiary Guarantor or the Issuers, or (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Subsidiary Guarantor, provided that such surviving Person (if not a Subsidiary Guarantor) shall expressly assume, by a supplemental indenture, all of the properties or assets obligations of one or more such Subsidiary GuarantorsGuarantor, if any, under the Capital Stock of which constitutes all or substantially all of the properties Notes and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerits Subsidiary Guarantee. (d) Upon any such consolidation, combination or merger of the an Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease transfer or other disposition of all or substantially all of the assets of the an Issuer in accordance with this Section 5.016.01, in which the such Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary GuaranteeGuarantee and a supplemental indenture is entered into pursuant to Section 6.01(a)(1) or Section 6.01(b)(1), as the case may be, the surviving entity formed by such consolidation or into which the such Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease transfer or other disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the such Issuer or such Subsidiary Guarantor under this IndentureIndenture and, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the such Issuer or such Subsidiary Guarantor and, except in the case of a lease, the and such Issuer or such Subsidiary Guarantor, as the case may be, will shall be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the such Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer another Person, unless: (1a) the Issuer shall be the continuing Personresulting, surviving or the transferee Person (the “Successor Company”) if other than not the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer Company shall be a corporation, general or limited partnership, trust or limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America America, any State thereof or any state or jurisdiction thereof the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes Securities and under this Indenture; (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3c) immediately after giving effect each Subsidiary Guarantor (unless it is the other party to such transaction on a pro forma basis the Issuertransactions described above, or any Person becoming the successor obligor of the Notes, as the in which case may be, could Incur at least $1.00 of Indebtedness under paragraphs clause (a), (b) and (c) of Section 4.07; provided, however, that this clause (310.02 shall apply) shall not have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply for such Person’s obligations in respect of this Indenture and the Securities shall continue to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, be in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuereffect; and (4d) the Issuer delivers Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies indenture, if any, comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) . For purposes of the foregoingthis Section 4.01, the transfer (by sale, lease, conveyance, assignment, sale transfer, or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary GuarantorsSubsidiaries of the Company, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andbut, except in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, Company will not be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableSecurities. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be is the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporationIssuer, general or limited partnership, limited liability company or other is an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture;Indenture and the Security Documents; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;continuing; (3) in the case of a transaction involving the Issuer, immediately after giving effect to such transaction on a pro forma basis Pro Forma Basis, the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, (A) could Incur at least $1.00 of Indebtedness under paragraphs in compliance with both clauses (a), (b) and (c) of Section 4.07; provided, however, 4.08 hereof or (B) has a ratio of consolidated Indebtedness to Adjusted Total Assets that is no higher than the ratio of consolidated Indebtedness to Adjusted Total Assets of the Issuer immediately before giving effect to the transaction and any related Incurrence of Indebtedness; provided that this clause (3) shall will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with the Issuer or (ii) any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in effected solely to change the surviving Person or the Issuer) shall be issued or distributed to the holders state of Capital Stock domicile of the Issuer; Issuer; and (4) if the Issuer will not be the continuing Person, the Issuer delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies and other documents or instruments comply with this Section 5.01 Indenture, and, if the Notes are secured, the Security Documents, and that all conditions precedent provided for herein therein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.;

Consolidation, Merger and Sale of Assets. (a) The Issuer Borrower will not not, in a single transaction or through a series of related transactions, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Borrower and its Restricted Subsidiaries on a Consolidated basis to any other Person to merge with or into group of Persons (other than the Issuer unlessBorrower or a Guarantor), unless at the time and after giving effect thereto: (1i) either (A) the Issuer shall Borrower will be the continuing Person, corporation or (B) the Person (if other than the IssuerBorrower) formed by such consolidation or into which the Issuer Borrower is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased such property disposition all or substantially all of the properties and assets of the Issuer shall Borrower and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, general or limited partnership, limited liability company or other entity limited partnership (other than provided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute an individualamendment to this Agreement pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Loans and this Agreement) duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall the Surviving Entity expressly assumeassumes, by an amendment to this Agreement, in a supplemental indenture, executed and delivered form reasonably satisfactory to the TrusteeAdministrative Agent, all of the obligations of the Issuer on Borrower under the Notes Loans and under this IndentureAgreement, and the Loans and this Agreement will remain in full force and effect as so supplemented; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Borrower or any Person becoming of its Restricted Subsidiaries which becomes the successor obligor obligation of the NotesBorrower or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), as no Default or Event of Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction on a pro forma basis (on the case may beassumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Borrower (or the Surviving Entity if the Borrower is not the continuing obligor under this Agreement) (A) could Incur at least incur $1.00 of additional Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock Permitted Debt) under the provisions of Section 7.02 or (B) have a Consolidated Fixed Charge Coverage Ratio not less than the Consolidated Fixed Charge Coverage Ratio of the Borrower immediately prior to such transaction; (iv) unless the Borrower is the continuing obligor under this Agreement, at the time of the transaction, each Guarantor, if any, unless it is the other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed party to the holders of Capital Stock transactions described above, will have by amendment to this Agreement confirmed that its Guarantee shall apply to the Surviving Entity’s obligations under this Agreement and the Loans; (v) at the time of the Issuertransaction, if any of the property or assets of the Borrower or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of Section 7.01 are complied with; and (4vi) at the Issuer delivers time of the transaction, the Borrower or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, an Officersofficers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) certificate and an Opinion opinion of Counselcounsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and such supplemental indenture complies the amendment to this Agreement in respect thereof comply with the terms of this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsAgreement. (b) Except as provided Each Guarantor will not, and the Borrower will not permit a Guarantor to, in Section 10.04a single transaction or through a series of related transactions, no Subsidiary Guarantor may (x) consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the any other Person (if other than such Subsidiary the Borrower or any other Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation (y) sell, assign, convey, transfer, lease or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) otherwise dispose of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the its properties and assets to any Person or group of Persons (other than the IssuerBorrower or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, will be deemed to be in the transfer aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer.Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Borrower or any Guarantor), unless at the time and after giving effect thereto (di) Upon any either (A) the Guarantor or the Borrower will be the continuing Person in the case of a merger involving the Guarantor or (B) the Person (if other than the Guarantor) formed by such consolidationconsolidation or into which such Guarantor is merged or the Person which acquires by sale, combination or merger of the Issuer or a Subsidiary Guarantor, or any such saleassignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by an amendment to this Agreement, in a form reasonably satisfactory to the Administrative Agent, all the obligations of such Guarantor under its Guarantee of the Loans and this Agreement, and such Guarantee and this Agreement will remain in full force and effect; (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and (iii) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Agreement; provided, however, that this Section 7.03(b) shall not apply to any Guarantor whose Guarantee of the Loans is unconditionally released and discharged in accordance with Section 9.10 of this Section 5.01, Agreement. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Sections 7.03(a) and (b) in which the Issuer Borrower or such Subsidiary Guarantor any Guarantor, as the case may be, is not the continuing obligor under the Notes or its Subsidiary GuaranteePerson, the surviving entity successor Person formed by such consolidation or into which the Issuer remaining or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition such transfer is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will and the Borrower or any Guarantor, as the case may be, shall be released discharged from all obligations and covenants under this Agreement and the obligation to pay the principal of and interest on the Notes Loans or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Borrower or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Borrower or Guarantor in another Subsidiary Guarantor jurisdiction to realize tax or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofother benefits.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its the property and assets of the Company or the Company’s Subsidiaries taken as a whole (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer it unless: (1a) the Issuer The Company shall be the continuing Person, or the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer is we are merged or that acquired or leased such property and assets of the Issuer assets, shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) Person organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof thereof, and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations of the Issuer on the Notes and under this IndentureIndenture and the Securities; (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4c) in cases where the Issuer Company is not the continuing Person, the Company delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 10.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided. To the extent that a Board Resolution or supplemental indenture pertaining to any series provides for different provisions relating to the subject matter of this Article X, however, that clause the provisions in such Board Resolution or supplemental indenture shall govern for purposes of such series. The restrictions in Sections 10.01(b) shall not be applicable to: (3i) above does not apply if, in the good faith determination merger or consolidation of the Company with an Affiliate of the Company if the Board of Directors of determines in good faith that the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is principally to change the state of domicile incorporation of the Issuer; provided further, however, that any such transaction shall not have as one Company or convert the form of its purposes the evasion organization of the foregoing limitations.Company to another form; or (bii) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge the merger of the Company with or into (whether a single direct or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws indirect wholly owned subsidiary of the United States of America Company pursuant to Section 251(g) (or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all successor provision) of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes General Corporation Law of the foregoing, the transfer State of Delaware (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all similar provision of the properties or assets Company’s state of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuerincorporation). (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company, unless: (1) the Issuer Company shall be the continuing Person, or the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired or leased such the Company’s property and assets of the Issuer shall be a corporation, general partnership or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations on all of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall will have occurred and be continuing; (3) immediately after giving effect to such transaction transaction, on a pro forma basis basis, the Issuer, Company or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (aSection 4.03(a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided furtherconsolidation, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person sale of all or the Issuer) shall be issued or distributed to the holders of Capital Stock substantially all of the IssuerCompany’s assets if immediately after giving effect to such transaction, on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (4) the Issuer Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this Section 5.01 and that all conditions precedent provided for herein in this Section 5.01 relating to such transaction have been complied with; provided, however, provided that clause (3) above does will not apply if, in the good faith determination of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile incorporation of the Issuer; provided Company or to create a holding company pursuant to a Parent Transaction and provided, further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. . In addition, clause (b3) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or above will not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or apply to any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantormerger, or any such sale, conveyance, transfer, lease or other disposition of all assets between or substantially all of among the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, Company and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableany Restricted Subsidiaries. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not not, in any Transaction, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person to merge with or into group of Persons, unless at the Issuer unlesstime and after giving effect thereto: (1i) either (A) the Issuer shall Company will be the continuing Person, corporation or (B) the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased such property disposition all or substantially all of the properties and assets of the Issuer shall Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, general or limited partnership, limited liability company or other entity limited partnership (other than an individualprovided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes and this Indenture) duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes and under this Indenture, and the Notes and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations); (2ii) immediately after giving effect to such transactionexcept in the case of a merger of the Company with or into a Guarantor, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Company or any Person becoming of its Restricted Subsidiaries which becomes the successor obligor obligation of the NotesCompany or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), as no Default or Event of Default will have occurred and be continuing; (iii) except in the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) a merger of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger the Company with or into a Wholly Owned Subsidiary Guarantor, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with a positive net worth; provided furtherthe appropriate adjustments with respect to the transaction being included in such pro forma calculation), however, that, in connection with any the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could on the first day following such merger or consolidation, no consideration four-quarter period incur $1.00 of additional Indebtedness (other than Capital Stock Permitted Debt) under Section 4.07 hereof; (iv) at the time of the transaction, each Guarantor, if any, unless it is the other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed party to the holders of Capital Stock transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (v) at the time of the Issuertransaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, Section 4.10 hereof is complied with; and (4vi) at the Issuer delivers time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other transaction and such the supplemental indenture complies in respect thereof comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided under Section 10.04 hereof, each Guarantor will not, and the Company will not permit a Guarantor to, in Section 10.04a single transaction or through a series of related transactions, no Subsidiary Guarantor may (x) consolidate with or merge with or into any other Person (whether other than the Company or not any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such Subsidiary transaction or series of transactions if such transaction or series of transactions, in the aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor is and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the surviving Person) another PersonCompany or any Guarantor), unlessunless at the time and after giving effect thereto: (1i) either such Subsidiary one of the following is true (A) the Guarantor shall or the Company will be the continuing Person in the case of a consolidation or merger involving the Guarantor or (B) the Person (if other than such Subsidiary the Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) will be a corporation corporation, limited liability company, limited liability partnership, partnership, trust or other legal entity duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary its Guarantee of such Subsidiary Guarantor the Notes and under this Indenture; and, and such Guarantee and this Indenture will remain in full force and effect or (C) the Transaction, at the time thereof, is effected in compliance with Section 4.11 hereof, to the extent applicable thereto; (2ii) immediately before and immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default shall will have occurred and be continuing; and (iii) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture; provided that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 10.04 hereof. (c) For purposes In the event of any transaction (other than a lease) described in and complying with the foregoing, the transfer conditions listed in paragraphs (by lease, assignment, sale or otherwise, in a single transaction or series of transactionsa) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (db) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, above in which the Issuer Company or such Subsidiary Guarantor any Guarantor, as the case may be, is not the continuing obligor under the Notes or its Subsidiary GuaranteePerson, the surviving entity successor Person formed by such consolidation or into which the Issuer remaining or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition such transfer is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will and the Company or any Guarantor, as the case may be, shall be released discharged (other than in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the last balance sheet date available to the Company) of the Company or the Consolidated revenue of the Company (as of the last 12-month period for which financial statements are available)) from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or Guarantor in another Subsidiary Guarantor jurisdiction to realize tax or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofother benefits.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer another Person, unless: (1i) the Issuer shall be the continuing Personresulting, surviving or the transferee Person (the “Successor Company”) if other than not the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer Company shall be a corporation, general or limited partnership, trust or limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America America, any State thereof or any state or jurisdiction thereof the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes Securities and under this Indenture; (2ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4iii) the Issuer delivers Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies indenture, if any, comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) . For purposes of the foregoingthis Section 4.1, the transfer (by sale, lease, conveyance, assignment, sale transfer, or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary GuarantorsSubsidiaries of the Company, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon Company; provided , that in no event shall any such consolidation, combination or merger Sale and Leaseback Transaction entered into in the ordinary course of business be deemed to constitute the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition transfer of all or substantially all of the properties and assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andbut, except in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, Company will not be released from the obligation to pay the principal of and interest (including Contingent Interest, if any), on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableSecurities. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company, unless: (1) the Issuer Company shall be the continuing Person, or the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired or leased such the Company’s property and assets of the Issuer shall be a corporation, general partnership or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations on all of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall will have occurred and be continuing; (3) immediately after giving effect to such transaction transaction, on a pro forma basis basis, the Issuer, Company or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (aSection 4.03(a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided furtherconsolidation, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person sale of all or the Issuer) shall be issued or distributed to the holders of Capital Stock substantially all of the IssuerCompany’s assets if immediately after giving effect to such transaction, on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Leverage Ratio equal to or less than the Consolidated Leverage Ratio of the Company immediately prior to such transaction; and (4) the Issuer Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies comply with this Section 5.01 and that all conditions precedent provided for herein in this Section 5.01 relating to such transaction have been complied with; provided, however, provided that clause (3) above does will not apply if, in the good faith determination of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile incorporation of the Issuer; provided Company or to create a holding company pursuant to a Parent Transaction and provided, further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. . In addition, clause (b3) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or above will not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or apply to any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantormerger, or any such sale, conveyance, transfer, lease or other disposition of all assets between or substantially all among the Company and any Restricted Subsidiaries. This Section 5.01 shall not restrict or otherwise apply to the consummation of the assets Assumption, including any merger of the Escrow Issuer in accordance with this Section 5.01and into PAETEC Holding Corp., in as a result of which the Issuer or such Subsidiary Guarantor is not PAETEC Holding Corp. shall be the continuing obligor under the Notes Person, or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the any sale, conveyance, transfer, lease transfer or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, by the Escrow Issuer of its property or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees assets to PAETEC Holding Corp. in connection with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all consummation of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableAssumption. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of affiliated Persons, or permit any Person of its Subsidiaries to merge with or enter into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to transactions if such transaction have been complied with; provided, however, that clause (3) above does not apply ifor transactions, in the good faith determination of the Board of Directors of the Issueraggregate, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided would result in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, an assignment, sale conveyance, transfer, lease or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer disposition of all or substantially all of the properties and assets of the Issuer.Issuer and its Subsidiaries taken as a whole to any other Person or group of affiliated Persons, unless at the time and after giving effect thereto: (d1) Upon either: (a) the Issuer or any of its Subsidiaries is the surviving corporation; or (b) the Person formed by or surviving any such consolidation, combination consolidation or merger (if other than the Issuer or any of its Subsidiaries) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer or any of its Subsidiaries) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the Notes and this Indenture; and (3) immediately after such transaction no Default or Event of Default exists. The covenant described under this Section 5.01 shall not apply to: (i) a Subsidiary Guarantor, or any such sale, conveyanceassignment, transfer, lease conveyance or other disposition of all assets between or substantially all among the Issuer and any of the assets its Subsidiaries; (ii) any merger of a Subsidiary of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor of the Issuer; (iii) any merger of the Issuer into a wholly owned Subsidiary created for the purpose of holding the Equity Interests of the Issuer; or (iiiv) convert into a corporation, general or limited partnership, limited liability company or trust organized under merger between the laws Issuer and a newly-created Affiliate incorporated solely for the purpose of such Subsidiary Guarantor’s jurisdiction of organization or reincorporating the laws Issuer in another state of the United States of America or any state or jurisdiction thereofStates.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with Nothing contained in this Indenture or merge with in any of the Notes shall prevent any consolidation or into, merger of the Company or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge IFF with or into any other Person or Persons (whether or not Affiliated with the Issuer unlessCompany or IFF) or successive consolidations or mergers in which the Company or IFF or their respective successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the assets of the Company or IFF or their respective successor or successors as an entirety, or substantially as an entirety, to any other Person (whether or not Affiliated with the Company or IFF or their respective successor or successors) authorized to acquire and operate the same. In particular: (1) the Issuer Merger shall be expressly permitted, (2) the continuing PersonSecond Merger shall be expressly permitted, or and (3) any other such transaction shall be permitted as long as the Person (if other than the Issuer) entity formed by such consolidation consolidation, or into which the Issuer is merged Company shall have been merged, or that the entity which shall have acquired or leased such property and assets substantially all of the Issuer shall be a corporationCompany’s or IFF’s assets, general or limited partnershipas applicable, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, satisfactory in form 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 obligations Notes of all series in accordance with the Issuer on terms of such series and the Notes due and under punctual performance and observance of all the covenants and conditions of this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04In connection with the Merger, no Subsidiary Guarantor may consolidate substantially concurrently with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws release of the United States Escrowed Property and the consummation of America or any state or jurisdiction thereof and shall expressly assumethe Merger, IFF shall, by a supplemental indentureindenture substantially in the form attached to this Indenture as Exhibit E (which the Company and the Trustee shall countersign), executed and delivered to effective upon the Trustee, all date of the obligations consummation of such Subsidiary Guarantor under the Subsidiary Guarantee Merger, become party to this Indenture as the guarantor of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingthe Notes. (c) For purposes In connection with the Second Merger, either (i) Merger Sub II, a wholly owned Subsidiary of the foregoingIFF, the transfer shall (by lease, assignment, sale or otherwise, in a single transaction or series of transactionsa) of all or substantially assume all of the properties or assets of one or more Subsidiary Guarantors, Company’s obligations under the Capital Stock of which constitutes all or substantially all Notes and the Indenture and (b) by supplemental indenture effective upon the date of the properties and assets consummation of the Issuer, will be deemed Second Merger become party to be this Indenture as the transfer of all or substantially all issuer of the properties Notes or (ii) the IFF Notes Assumption shall be substantially contemporaneously consummated and assets IFF, by supplemental indenture substantially in the form attached to this Indenture as Exhibit F (which the Company and the Trustee shall countersign), shall become further party to this Indenture as the issuer of the IssuerNotes. (d) Upon any such consolidation, combination or merger consummation of the Issuer or a Subsidiary GuarantorSecond Merger, or any such sale, conveyance, transfer, lease or other disposition of all or substantially IFF may (but is not obligated to) assume all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor Company’s obligations under the Notes or its Subsidiary Guaranteeand Indenture through the IFF Notes Assumption; provided, however, if the surviving entity formed Company and IFF elect the IFF Notes Assumption, IFF must by such consolidation or into supplemental indenture substantially in the form attached to this Indenture as Exhibit F (which the Issuer or such Subsidiary Guarantor is merged or Company and the entity Trustee shall countersign) become further party to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, Indenture as the Issuer or such Subsidiary Guarantor under this Indenture, issuer of the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, whereupon Merger Sub II will be released from the any further obligation to pay the principal of and interest on under the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableshall be deemed amended as set forth in such supplemental indenture. (e) Notwithstanding For the foregoingavoidance of doubt, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws execution of the United States supplemental indentures referred to in Sections 10.01(b) and (d) shall each constitute an amendment pursuant to Section 9.01 and, as such, shall not require notice to or consent of America or any state or jurisdiction thereofNoteholder.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer it unless: (1a) the Issuer it shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer it is merged or that acquired or leased such property and assets of (the Issuer “Surviving Person”) shall be a corporation, general or limited partnership, limited liability company or other an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations under this Indenture and the Securities; provided, that if such continuing Person or Person shall not be a corporation, such entity shall organize or have a wholly-owned Subsidiary in the form of a corporation organized and validly existing under the laws of the Issuer on United States or any jurisdiction thereof, and shall cause such corporation to expressly assume, as a party to the Notes and supplemental indenture referenced above, as a co-obligor, each of such continuing Person or Person’s obligations under this IndentureIndenture and the Securities; (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3c) immediately after giving effect to such transaction on a pro forma basis, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (d) immediately after giving effect to such transaction on a pro forma basis the Issuer, Company or any Person becoming the successor obligor of the NotesSurviving Person, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) the first paragraph of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and4.03; (4e) the Issuer it delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause clauses (3) abovec) and an (d)) and Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; and (f) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment to its Security Guarantee confirmed that its Security Guarantee shall apply to the obligations of the Company or the Surviving Person in accordance with the Securities and this Indenture; provided, however, that clause clauses (3c) and (d) above does do not apply if, in the good faith determination of the Board of Directors of the IssuerCompany, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile organization or convert the form of organization of the Issuer; provided furtherCompany to another form, however, that and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether any other Person, and may sell, transfer, lease or not such Subsidiary Guarantor is the surviving Person) convey all or substantially all of its properties and assets to another Person, unless: provided that the following conditions are satisfied: (1a) either such Subsidiary Guarantor shall be the Issuer is the continuing Person entity, or the resulting, surviving or transferee Person (if other than such Subsidiary Guarantorthe “Successor Issuer”) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation corporation, partnership, limited liability company, trust or other legal entity organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall the Successor Issuer (if not the Issuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor Indenture and under this Indenturethe Notes issued thereunder; and (2b) immediately after giving effect to such that transaction, no Default default or Event event of Default shall have default under the Indenture or this Supplemental Indenture with respect to the Notes has occurred and be is continuing. ; (c) For purposes the Guarantor, unless it is the other party to the transactions described above, will by supplemental indenture confirm that its Guarantee shall apply to the obligations of the foregoingSuccessor Issuer (if not the Issuer) under the Indenture, this Supplemental Indenture and the transfer Notes; and (by leased) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel that the merger, assignmentconsolidation, sale transfer, sale, lease or otherwiseconveyance and any supplemental indenture, in a single transaction as the case may be, complies with the applicable provisions of the Indenture and this Supplemental Indenture. The Guarantor may consolidate with or series of transactions) of merge with or into any other Person, and may sell, transfer, lease or convey all or substantially all of its properties and assets to another Person, provided that the properties following conditions are satisfied: (a) the Guarantor is the continuing entity, or assets the resulting, surviving or transferee Person (the “Successor Guarantor”) is a corporation, partnership, limited liability company, trust or other entity organized and validly existing under the laws of one the United States of America, any state thereof or more Subsidiary Guarantorsthe District of Columbia, any Member State of the European Union, Bermuda, Cayman Islands, British Virgin Islands, Gibraltar, the Capital Stock British Crown Dependencies, any member country of which constitutes all the Organisation for Economic Co-operation and Development, or substantially any political subdivision of any of the foregoing, and the Successor Guarantor (if not the Guarantor) will expressly assume, by supplemental indenture, all of the properties Guarantor’s obligations under the Indenture and assets the Notes issued thereunder; (b) immediately after giving effect to that transaction, no default or event of default under the IssuerIndenture or this Supplemental Indenture with respect to the Notes has occurred and is continuing; and (c) the Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel that the merger, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made conveyance and any supplemental indenture, as the case may be, complies with the applicable provisions of the Indenture and this Supplemental Indenture. The Successor Issuer or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor the Guarantor, respectively, under this the Indenture, this Supplemental Indenture and the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will automatically be released and discharged from its obligations under the obligation to pay Indenture, this Supplemental Indenture and the principal Notes. For purposes of and interest on the Notes or in respect of its Subsidiary Guaranteeissued pursuant to this Supplemental Indenture only, as the case may be, this Section 210 replaces and all supersedes Article VIII of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableIndenture. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer shall be the continuing Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether any other Person, and may sell, transfer, lease or not such Subsidiary Guarantor is the surviving Person) convey all or substantially all of its properties and assets to another Person, unless: provided that the following conditions are satisfied: (1a) either such Subsidiary Guarantor shall be the Issuer is the continuing Person entity, or the resulting, surviving or transferee Person (if other than such Subsidiary Guarantorthe “Successor Issuer”) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation corporation, partnership, limited liability company, trust or other legal entity organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall the Successor Issuer (if not the Issuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor Indenture and under this Indenturethe Notes issued thereunder; and (2b) immediately after giving effect to such that transaction, no Default default or Event event of Default shall have default under the Indenture or this Supplemental Indenture with respect to the Notes has occurred and be is continuing. ; (c) For purposes the Guarantor, unless it is the other party to the transactions described above, will by supplemental indenture confirm that its Guarantee shall apply to the obligations of the foregoingSuccessor Issuer (if not the Issuer) under the Indenture, this Supplemental Indenture and the transfer Notes; and (by leased) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel that the merger, assignmentconsolidation, sale transfer, sale, lease or otherwiseconveyance and any supplemental indenture, in a single transaction as the case may be, complies with the applicable provisions of the Indenture and this Supplemental Indenture. The Guarantor may consolidate with or series of transactions) of merge with or into any other Person, and may sell, transfer, lease or convey all or substantially all of its properties and assets to another Person, provided that the properties following conditions are satisfied: (a) the Guarantor is the continuing entity, or assets the resulting, surviving or transferee Person (the “Successor Guarantor”) is a corporation, partnership, limited liability company, trust or other entity organized and validly existing under the laws of one the United States, any state thereof or more Subsidiary Guarantorsthe District of Columbia, any Member State of the European Union, Bermuda, Cayman Islands, British Virgin Islands, Gibraltar, the Capital Stock British Crown Dependencies, any member country of which constitutes all the Organisation for Economic Co-operation and Development, or substantially any political subdivision of any of the foregoing, and the Successor Guarantor (if not the Guarantor) will expressly assume, by supplemental indenture, all of the properties Guarantor’s obligations under the Indenture; (b) immediately after giving effect to that transaction, no default or event of default under the Indenture or this Supplemental Indenture with respect to the Notes has occurred and assets is continuing; and (c) the Guarantor delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel that the Issuermerger, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made conveyance and the supplemental indenture, as the case may be, complies with the applicable provisions of the Indenture and this Supplemental Indenture. The Successor Issuer or Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor the Guarantor, respectively, under this the Indenture, this Supplemental Indenture and the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will automatically be released and discharged from its obligations under the obligation to pay Indenture, this Supplemental Indenture and the principal Notes. For purposes of and interest on the Notes or in respect of its Subsidiary Guaranteeissued pursuant to this Supplemental Indenture only, as the case may be, this Section 210 replaces and all supersedes Article VIII of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicableIndenture. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Neither the Company nor the Co-Issuer will not consolidate with or merge with or into, or sell, convey, transfer, lease transfer or otherwise dispose (collectively, a “transfer”) of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer Company unless: (1) the Issuer shall be Company or the Co-Issuer, as applicable, is the continuing Person, or the Person (if other than the Company or the Co-Issuer, as applicable) formed by such consolidation or into which the Issuer Company or the Co-Issuer, as applicable, is merged or that acquired or leased such property and assets of the Issuer shall be a corporationCompany or the Co-Issuer, general or limited partnershipas applicable, limited liability company or other is an entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof (such Person, a “Successor Company”) and shall expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer Company or the Co-Issuer, as applicable, on the Notes and under this Indenture; provided, that any Successor Company to the Co-Issuer must be a corporation; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) in the case of a transaction involving the Company, immediately after giving effect to such transaction on a pro forma basis Pro Forma Basis, the IssuerCompany, or any Person becoming the successor obligor of the Notes, as the case may be, (A) could Incur at least $1.00 of Indebtedness under paragraphs in compliance with both clauses (a), (b) and (c) of Section 4.074.08 hereof or (B) has a Total Net Debt to Adjusted Total Assets Ratio that is no higher than the Total Net Debt to Adjusted Total Assets Ratio of the Company immediately before giving effect to the transaction and any related Incurrence of Indebtedness; provided, however, provided that this clause (3) shall will not apply to (i) a consolidation or merger of one or more Restricted Subsidiaries with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with the Company or (ii) any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in effected solely to change the surviving Person or the Issuer) shall be issued or distributed to the holders state of Capital Stock domicile of the IssuerCompany; and (4) if the Issuer Company or the Co-Issuer, as applicable, will not be the continuing Person, the Company delivers to the Trustee an Officers’ Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer another Person, unless: (1a) the Issuer shall be the continuing Personresulting, surviving or the transferee Person (the “Successor Company”), if other than not the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer Company shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) Person organized and validly existing under the laws of the United States of America America, any State thereof or any state or jurisdiction thereof the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes Securities and under this Indenture; (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4c) the Issuer delivers Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies indenture, if any, comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) . For purposes of the foregoingthis Section 4.01, the transfer (by sale, lease, conveyance, assignment, sale transfer, or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary GuarantorsSubsidiaries of the Company, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidationCompany. The predecessor Company will be released from its obligations under this Indenture and the Securities, combination or merger of and the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes Indenture and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andSecurities, except but, in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, predecessor Company will not be released from the obligation to pay the principal of and interest (including any Additional Interest) on the Notes or in respect of its Subsidiary Guarantee, as Securities. In the case may be, and all of a Subsidiary of the Issuer’s or such Subsidiary Guarantor’s other obligations Company that merges with and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer Company, the Company will not be required to comply with Sections 4.01(b) or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof4.01(c).

Consolidation, Merger and Sale of Assets. (a) The Issuer will not SECTION 5.1. When the Company or a Subsidiary Guarantor May Merge or Transfer Assets. Neither the Company nor any Subsidiary Guarantor may consolidate with or sell, lease or convey all or substantially all of its properties or assets to, or merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer other Person, unless: (1a) the Issuer Company, or in the case of a Subsidiary Guarantor, such Subsidiary Guarantor, shall be the continuing Person, or the successor Person (if other than the Issuer) formed by or resulting from such consolidation or into merger or the Person which receives the Issuer is merged transfer of such properties or that acquired or leased such property and assets of (the Issuer “Successor”) shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) Person organized and validly existing under the laws of the United States of America or any state State or jurisdiction thereof and the Successor (if not the Company or such Subsidiary Guarantor, as the case may be) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company or such Subsidiary Guarantor, as the case may be, under the Notes, this Indenture and any Guarantee, as applicable (provided that such Successor shall not be required to assume the obligations of any such Subsidiary Guarantor if (I) such Successor is already a Subsidiary Guarantor or (II) such Successor would not, after giving effect to such transaction, be required to guarantee the Notes and under this Indenturethe provisions of Article X); (2b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4c) the Issuer delivers Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, conveyance, sale or transfer lease and such supplemental indenture complies (if any) comply with this Section 5.01 clauses (a) and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except above (except that such Opinion of Counsel need not opine as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into to clause (whether or not such Subsidiary Guarantor is the surviving Personb) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuingabove). (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not not, in a single transaction or through a series of related transactions, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person to merge with or into group of Persons (other than the Issuer unlessCompany or a Guarantor), unless at the time and after giving effect thereto: (1) either (a) the Issuer shall Company will be the continuing Person, corporation or (b) the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased such property disposition all or substantially all of the properties and assets of the Issuer shall Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation, general or limited partnership, limited liability company or other entity limited partnership (other than an individualprovided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes and this Indenture) duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on Company under the Notes and under this Indenture, and the Notes and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Company or any Person becoming of its Restricted Subsidiaries which becomes the successor obligor obligation of the Notes, Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the case may be, could Incur at least $1.00 time of Indebtedness under paragraphs (asuch transaction), (b) no Default or Event of Default will have occurred and (c) of Section 4.07; provided, however, that this clause be continuing; (3) shall not apply to except in the case of a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or a Restricted Subsidiary with or into the Company or any other Restricted Subsidiary, or a positive net worth; provided furthersale, howeverassignment, thatconveyance, transfer, lease or other disposition of properties or assets to the Company or one or more Restricted Subsidiaries, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in connection with any such merger pro forma calculation), the Company (or consolidation, no consideration the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Capital Stock Permitted Debt) pursuant to Section 4.07. (4) unless the Company is the continuing obligor under this Indenture, at the time of the transaction, each Guarantor, if any, unless it is the other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed party to the holders of Capital Stock transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) at the time of the Issuertransaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, Section 4.10 is complied with; and (46) at the Issuer delivers time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other disposition and such any supplemental indenture complies in respect thereof comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04, no Subsidiary each Guarantor may will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the any other Person (if other than such Subsidiary the Company or any other Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation (y) sell, assign, convey, transfer, lease or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) otherwise dispose of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the its properties and assets to any Person or group of Persons (other than the IssuerCompany or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, will be deemed to be in the transfer aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer.Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto (d1) Upon any either (a) the Guarantor or the Company or another Guarantor will be the continuing Person in the case of a merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidationconsolidation or into which such Guarantor is merged or the Person which acquires by sale, combination or merger of the Issuer or a Subsidiary Guarantor, or any such saleassignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer in accordance with this Section 5.01Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, in which by a supplemental indenture, all the Issuer or obligations of such Subsidiary Guarantor is not the continuing obligor under its Guarantee of the Notes and this Indenture, and such Guarantee and this Indenture will remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or its Subsidiary Guarantee, Event of Default will have occurred and be continuing; and (3) at the surviving entity formed by time of the transaction such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity Surviving Guarantor Entity will have delivered, or caused to which be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other disposition and any supplemental indenture in respect thereof comply with this Indenture; provided, however, that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 10.04. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in paragraphs (a) and (b) of this Section 5.01 in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to which such disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will and the Company or any Guarantor, as the case may be, shall be released discharged (other than, in the case of the Company, in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the date of the latest internal balance sheet available to the Company) of the Company or the Consolidated revenue of the Company (as of the latest 12-month period for which internal financial statements are available to the Company)) from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate of it incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or Guarantor in another Subsidiary Guarantor jurisdiction to realize tax or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofother benefits.

Consolidation, Merger and Sale of Assets. (a) The Issuer will Company shall not consolidate with or merge with or into, or sell, convey, transfer, transfer or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer another Person, unless: (1a) the Issuer shall be the continuing Personresulting, surviving or the transferee Person (the “Successor Company”), if other than not the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer Company shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) Person organized and validly existing under the laws of the United States of America America, any State thereof or any state or jurisdiction thereof the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on Company under the Notes Securities and under this the Indenture; (2b) immediately after giving effect to such transaction, no Default Default, Event of Default, or any event which after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4c) the Issuer delivers Company shall have delivered to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to if any, comply with the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) . For purposes of the foregoingthis Section 4.02, the transfer (by sale, lease, conveyance, assignment, sale transfer, or otherwise, in a single transaction or series of transactions) other disposition of all or substantially all of the properties or and assets of one or more Subsidiary GuarantorsSubsidiaries of the Company, which properties and assets, if held by the Capital Stock Company instead of which constitutes such Subsidiaries, would constitute all or substantially all of the properties and assets of the IssuerCompany on a consolidated basis, will shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor Company. The predecessor Company will be released from its obligations under the Notes or its Subsidiary GuaranteeIndenture and the Securities, and the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor Company under this Indenture, the Notes Indenture and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor andSecurities, except but, in the case of a leaselease of all or substantially all its assets, the Issuer or such Subsidiary Guarantor, as the case may be, predecessor Company will not be released from the obligation to pay the principal of and interest (including any Additional Interest) on the Notes or in respect of its Subsidiary Guarantee, as Securities. In the case may be, and all of a Subsidiary of the Issuer’s Company that merges with and into the Company, the Company will not be required to comply with Sections 4.02(b) or such Subsidiary Guarantor’s other obligations and covenants under 4.02(c). In case the NotesCompany, pursuant to this Indenture and its Subsidiary GuaranteeArticle 4, if applicable. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with shall be consolidated or merge merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Issuer successor Person resulting from such consolidation, or another Subsidiary Guarantor surviving such merger, or (ii) convert into which the Company shall have been merged, or the Person which shall have received a corporationconveyance, general transfer, lease or limited partnershipother disposition as aforesaid, limited liability company shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4, any of the Securities authenticated or trust organized under delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the laws request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such Subsidiary Guarantor’s jurisdiction exchange. If Securities shall at any time be authenticated and delivered in any new name of organization a successor Person pursuant to Section 2.01 of this Supplemental Indenture in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the laws option of the United States Holders but without expense to them, shall provide for the exchange of America or any state or jurisdiction thereofall Securities at the time outstanding for Securities authenticated and delivered in such new name.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not consolidate with or combine with, merge with or into, or, directly or indirectly, sell, assign, convey, transferlease, lease transfer or otherwise dispose of all or substantially all of its property and assets (as an entirety to any Person or substantially an entirety Persons in one a single transaction or through a series of related transactions) to, any Person or permit any Person to merge with or into the Issuer unless: (1) the Issuer Company shall be the continuing Person, or the Person (if other than the Issuerit) formed by such consolidation or into which the Issuer it is merged or that acquired or leased such property and assets of (the Issuer “Surviving Entity”) shall be a corporation, general or limited partnership, limited liability company or other an entity (other than an individual) organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Company’s obligations under this Indenture and the Securities; provided, that if such continuing Person or Person shall not be a corporation, such entity shall organize or have a wholly-owned subsidiary in the form of a corporation organized and validly existing under the laws of the Issuer on United States of America, any state thereof or the Notes District of Columbia, and shall cause such corporation to expressly assume, as a party to the supplemental indenture referenced above, as a co-obligor, each of such continuing Person or Person’s obligations under this IndentureIndenture and the Securities; (2) immediately after giving effect to such transactiontransaction or series of transactions or series of transactions, no Default or Event of Default shall have occurred and be continuing;; and (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person Company or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer Surviving Entity delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger transaction or transfer series of transactions and such a supplemental indenture in connection therewith, if any, complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause . The restrictions specified in clauses (2) and (3) above does shall not apply if, in be applicable to: (A) the good faith determination merger or consolidation of the Company if the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, Company determines in good faith that the principal purpose of such transaction is to change the state of domicile organization or convert the form of organization of the Issuer; provided furtherCompany to another form, however, that and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.; or (bB) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge the merger of the Company with or into (whether one of its single direct or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity indirect wholly-owned subsidiaries organized and validly existing under the laws of the United States State of America Delaware pursuant to Section 251(g) (or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all successor provision) of the obligations General Corporation Law of the State of Delaware; provided that upon the consummation of such Subsidiary Guarantor under merger the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transactionsuccessor entity, no Default directly or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoingindirectly, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially owns all of the assets of and subsidiaries that the Issuer in accordance with this Section 5.01, in which the Issuer or Company owned prior to such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicablemerger. (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.

Consolidation, Merger and Sale of Assets. (a) The Issuer Each of Parent and the Company, covenants that it will not merge or consolidate with any other Person or merge with sell or into, or sell, convey, transfer, lease or otherwise dispose of convey all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) toto any Person, any Person or permit any Person to merge with or into the Issuer unless: (1i) the Issuer shall be the continuing Person, either Parent or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Issuer on the Notes and under this Indenture; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the NotesCompany, as the case may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however, that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth; provided further, however, that, in connection with any such merger or consolidation, no consideration (other than Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders of Capital Stock of the Issuer; and (4) the Issuer delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. (b) Except as provided in Section 10.04, no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person entity, or the successor entity or the Person which acquires by sale or conveyance substantially all the assets of Parent or the Company, as the case may be (if other than such Subsidiary GuarantorParent or the Company, as the case may be), (A) formed by such consolidation shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on all the Securities or into which such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing the obligations under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, 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 one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer. (d) Upon any such consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary GuarantorGuarantees, as the case may be, will according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of this Indenture to be released from performed or observed by Parent or the obligation to pay the principal of and interest on the Notes or in respect of its Subsidiary GuaranteeCompany, as the case may be, by supplemental indenture satisfactory to the Trustee, executed and all delivered to the Trustee by such Person and (B) is an entity treated as a “corporation” for United States tax purposes or Parent or the Company, as the case may be, obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing reasonably acceptable to the Trustee, which counsel shall include Xxxxxx, Xxxx & Xxxxxxxx LLP, or (y) a ruling from the United States Internal Revenue Service, in either case to the effect that such merger or consolidation, or such sale or conveyance, will not result in an exchange of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable.Securities for new debt instruments for United States federal income tax purposes; and (e) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into no Event of Default and no event that, after notice or lapse of time or both, would become an Event of Default shall be continuing immediately after such merger or consolidation, or such sale or conveyance. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. To the extent that a corporationBoard Resolution or supplemental indenture pertaining to any series provides for different provisions relating to the subject matter of this Article X, general the provisions in such Board Resolution or limited partnership, limited liability company or trust organized under the laws supplemental indenture shall govern for purposes of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofseries.

Consolidation, Merger and Sale of Assets. (a) The Issuer Company will not not, in a single transaction or through a series of related transactions, consolidate with or merge with or into, into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person to merge with or into group of Persons (other than the Issuer unlessCompany or a Guarantor), unless at the time and after giving effect thereto: (1) either (a) the Issuer shall Company will be the continuing Person, corporation or (b) the Person (if other than the IssuerCompany) formed by such consolidation or into which the Issuer Company is merged or that acquired the Person which acquires by sale, assignment, conveyance, transfer, lease or leased such property disposition all or substantially all of the properties and assets of the Issuer shall Company and its Restricted Subsidiaries on a Consolidated basis (the “ Surviving Entity ”) will be a corporation, general or limited partnership, limited liability company or other entity (other than an individuallimited partnership ( provided that in the event the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity that is a corporation or limited liability company shall execute a supplemental indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under the Notes and this Indenture) duly organized and validly existing under the laws of the United States of America or America, any state thereof or jurisdiction thereof the District of Columbia and shall such Person expressly assumeassumes, by a supplemental indenture, executed and delivered in a form reasonably satisfactory to the Trustee, all of the obligations of the Issuer on Company under the Notes and under this Indenture, and the Notes and this Indenture will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations); (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Issuer, Company or any Person becoming of its Restricted Subsidiaries which becomes the successor obligor obligation of the Notes, Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the case may be, could Incur at least $1.00 time of Indebtedness under paragraphs (asuch transaction), (b) no Default or Event of Default will have occurred and (c) of Section 4.07; provided, however, that this clause be continuing; (3) shall not apply to except in the case of a consolidation or merger of the Company with or into a Wholly Owned Restricted Subsidiary or a Restricted Subsidiary with or into the Company or any other Restricted Subsidiary, or a positive net worth; provided furthersale, howeverassignment, thatconveyance, transfer, lease or other disposition of properties or assets to the Company or one or more Restricted Subsidiaries, immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in connection with any such merger pro forma calculation), the Company (or consolidation, no consideration the Surviving Entity if the Company is not the continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness (other than Capital Stock Permitted Debt) pursuant to Section 4.07. (4) unless the Company is the continuing obligor under this Indenture, at the time of the transaction, each Guarantor, if any, unless it is the other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed party to the holders of Capital Stock transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; (5) at the time of the Issuertransaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, Section 4.10 is complied with; and (46) at the Issuer delivers time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above) and an Opinion of Counsel, in each case stating to the effect that such consolidation, merger merger, transfer, sale, assignment, conveyance, transfer, lease or transfer other disposition and such any supplemental indenture complies in respect thereof comply with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitationsIndenture. (b) Except as provided in Section 10.04, no Subsidiary each Guarantor may will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, unless: (1) either such Subsidiary Guarantor shall be the continuing Person or the any other Person (if other than such Subsidiary the Company or any other Guarantor) formed by such consolidation or into which such Subsidiary Guarantor is merged shall be a corporation (y) sell, assign, convey, transfer, lease or other legal entity organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor and under this Indenture; and (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. (c) For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) otherwise dispose of all or substantially all of the properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the its properties and assets to any Person or group of Persons (other than the IssuerCompany or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, will be deemed to be in the transfer aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Issuer.Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto (d1) Upon any either (a) the Guarantor or the Company or another Guarantor will be the continuing Person in the case of a merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidationconsolidation or into which such Guarantor is merged or the Person which acquires by sale, combination or merger of the Issuer or a Subsidiary Guarantor, or any such saleassignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Issuer in accordance with this Section 5.01Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “ Surviving Guarantor Entity ”) expressly assumes, by a supplemental indenture, in which a form reasonably satisfactory to the Issuer or Trustee, all the obligations of such Subsidiary Guarantor is not the continuing obligor under its Guarantee of the Notes and this Indenture, and such Guarantee and this Indenture will remain in full force and effect; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or its Subsidiary Guarantee, Event of Default will have occurred and be continuing; and (3) at the surviving entity formed by time of the transaction such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or the entity Surviving Guarantor Entity will have delivered, or caused to which be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other disposition and any supplemental indenture in respect thereof comply with this Indenture; provided, however, that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the Notes is unconditionally released and discharged in accordance with Section 10.04. (c) In the event of any transaction (other than a lease) described in and complying with the conditions listed in paragraphs (a) and (b) of this Section 5.01 in which the Company or any Guarantor, as the case may be, is not the continuing Person, the successor Person formed or remaining or to which such disposition is made will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or such Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary Guarantor, as the case may be, will and the Company or any Guarantor, as the case may be, shall be released discharged (other than, in the case of the Company, in a transaction that results in the transfer of assets constituting or accounting for less than 95% of the Consolidated assets (as of the date of the latest internal balance sheet available to the Company) of the Company or the Consolidated revenue of the Company (as of the latest 12-month period for which internal financial statements are available to the Company)) from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes or in respect of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable. (ed) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may (i) consolidate with or merge with an Affiliate of it incorporated or into organized solely for the Issuer purpose of reincorporating or reorganizing the Company or Guarantor in another Subsidiary Guarantor jurisdiction to realize tax or (ii) convert into a corporation, general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereofother benefits.