Common use of Consolidation, Merger or Sale of Assets by a Guarantor Clause in Contracts

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor 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 any other Person (other than the Company or 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 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 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: (1) either (A) the Guarantor or the Company 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 consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, all the obligations of such Guarantor under its Note Guarantee; (2) 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 (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity 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 any supplement to this Indenture executed and delivered in connection therewith comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction to realize tax or other benefits.

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor will notSubject to the provisions of the U.S. Collateral Agreement governing the release of its Guarantee thereunder upon the sale or disposition of a Restricted Subsidiary, and the Company will not permit any Subsidiary that is a Guarantor to, in a single transaction or through a series of related transactions, (x) to consolidate with or merge with or into any other or wind up into (whether or not such Person (other than is the Company surviving corporation), or any other Guarantor) or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions 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 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 lease, conveyance or disposition of all or substantially all of in connection with the properties and assets of Transaction described in the 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[Information Memorandum]) unless: (1i) either (A) such Guarantor is the Guarantor surviving corporation or the Company will be the continuing Person in the case of a formed by or surviving any such consolidation or merger involving the Guarantor or (B) the Person (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition all will have been made is a corporation organized or substantially all existing under the laws of the properties and assets United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Guarantor"); (ii) the Successor Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”if other than such Guarantor) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its Note Guaranteethe Loan Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (2iii) 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 continuingshall exist; and (3iv) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Borrower shall have delivered, or caused to be delivered, delivered to the Trustee, an Officers’ Certificate Administrative Agent a certificate from a Responsible Officer and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Agreement. The Successor Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Loan Documents. Notwithstanding the foregoing, any (a) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, and (b) any Guarantor may merge into or transfer all or part of its properties and assets to realize tax the Borrower or other benefitsanother Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under this Agreement (x) no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to Holdings and (y) Bidco shall not (prior to the Restructuring Date) be permitted to consolidate with, merge into or transfer all or part of its properties and assets to any Person).

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor 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 any other Person (other than the Company or 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 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 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: (1) either (A) the Guarantor or the Company 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 consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this IndentureIndenture and any other agreements or instruments acceptable to the Trustee, all the obligations of such Guarantor under its Note Guarantee, this Indenture and all Note Documents to which it is a party; (2) 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 (3) at the time of the transaction (i) the Surviving Guarantor Entity, if applicable, shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Guarantor Entity to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents, and (ii) such Guarantor or the Surviving Guarantor Entity 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 any supplement to this Indenture executed and delivered in connection therewith comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture Indenture, the Notes and the other Note GuaranteeDocuments. (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction to realize tax or other benefits.

Consolidation, Merger or Sale of Assets by a Guarantor. Subject to the provisions of Section 14(m) (awhich govern the release of a Guarantor upon the sale, transfer or disposition of a Restricted Subsidiary of the Company that is a Guarantor), no Guarantor (other than the Parent Guarantor) Each Guarantor will notshall, and the Company will shall not permit a any Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person or wind up into (other than whether or not such Guarantor is the Company surviving corporation), or any other Guarantor) or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions 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 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 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 theretoPerson: (1) either (A) such Guarantor is the Guarantor surviving Person or the Company will be the continuing Person in the case of a formed by or surviving any such consolidation or merger involving the Guarantor or (B) the Person (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition all will have been made is a partnership, limited liability company or substantially all corporation organized or existing under the laws of the properties and assets United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the Guarantor and its Restricted Subsidiaries on a Consolidated basis (case may be, being herein called the “Surviving Successor Guarantor”); (2) the Successor Guarantor Entity”(if other than such Guarantor) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its this Note Guaranteepursuant to documents or instruments in form reasonably satisfactory to the Holder; (23) 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 continuingshall exist; and (34) at if requested by the time of Holder, the transaction such Guarantor or the Surviving Guarantor Entity will Company shall have delivered, or caused to be delivered, delivered to the Trustee, Holder an Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) Note. The Company shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In give the event Holder reasonable prior notice of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the such transaction. The Successor Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Note. Notwithstanding the foregoing, any (x) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of incorporating or reincorporating or reorganizing such Guarantor in another jurisdiction state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, and (y) any Guarantor may merge into or transfer all or part of its properties and assets to realize tax the Company or other benefitsanother Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under this Note, no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to the Parent Guarantor.

Consolidation, Merger or Sale of Assets by a Guarantor. No Subsidiary Guarantor (aother than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Subsidiary Guarantee and this Indenture) Each Guarantor will notwill, and the Company will not cause or permit a any Subsidiary Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person (other than the Company or 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 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 Subsidiary 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 theretounless: (1) either the entity formed by or surviving any such consolidation or merger (Aif other than the Subsidiary Guarantor) is a corporation organized and existing under the Guarantor laws of the United States or any State thereof or the Company will District of Columbia; (2) such entity assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Subsidiary Guarantee and the Registration Rights Agreement; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be the continuing Person continuing; (4) except in the case of a merger involving the Guarantor or (B) the Person (if other than the Guarantor) formed by such consolidation or into which the merger of a Subsidiary Guarantor is merged or the Person which acquires by salewith another Subsidiary Guarantor, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, all the obligations of such Guarantor under its Note Guarantee; (2) immediately before and immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, no Default or Event the Company could satisfy the provisions of Default will have occurred and be continuingSection 5.01(2); and (35) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Company shall have delivered, or caused to be delivered, delivered to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidationconsolidation or merger and, merger, transfer, sale, assignment, conveyance, lease or other transaction and any supplement to this Indenture executed and delivered if a supplemental indenture is required in connection therewith with such transaction, such supplemental indenture comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 the applicable provisions of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guaranteethat all conditions precedent in this Indenture relating to such transaction have been satisfied. (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction to realize tax or other benefits.

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor 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 any other Person (other than the Company or 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 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 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: (1) either (A) the Guarantor or the Company 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 consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, all the obligations of such Guarantor under its Note GuaranteeGuaranty; (2) 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 (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity 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 any supplement to this Indenture executed and delivered in connection therewith comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee Guaranty is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction to realize tax or other benefits.

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Subject to the provisions described under Section 9.1, no Guarantor will not(other than the Parent Guarantor) may, and the Company will not permit a Guarantor to, in a single transaction directly or through a series of related transactions, indirectly: (x) consolidate with or merge with or into any other or wind up into another Person (other than whether or not such Guarantor is the Company or any other Guarantor) surviving Person); or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company assets, in one 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 more related 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 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 theretoanother Person; unless: (1) either either: (Ai) such Guarantor is the Guarantor or the Company will be the continuing Person in the case of a merger involving the Guarantor surviving Person; or (Bii) the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition all will have been made is an entity organized or substantially all existing under the laws of the properties and assets United States, any state of the United States, the District of Columbia or any territory thereof (such Guarantor and its Restricted Subsidiaries on a Consolidated basis (or such Person, as the case may be, hereinafter referred to as the “Surviving Successor Guarantor”); (2) the Successor Guarantor Entity”(if other than such Guarantor) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its Note Guaranteethe Notes and this Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (23) 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; andexists; (34) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Issuer shall have delivered, or caused to be delivered, delivered to the Trustee, Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any . The Successor Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Notes. Notwithstanding the foregoing, any (1) a Subsidiary Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, (2) any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to the Issuer or another Subsidiary Guarantor, (3) the transfer of assets or Capital Stock of any Subsidiary Guarantor shall be permitted (including all or substantially all the assets of any Subsidiary Guarantor); provided such transfer complies with Section 4.9 hereof and (4) a Subsidiary Guarantor may 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. Notwithstanding anything to realize tax the contrary herein, except as expressly permitted under this Indenture, no Subsidiary Guarantor shall be permitted to consolidate with, merge into or other benefitstransfer all or a part of its properties and assets to the Parent Guarantor.

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Permit any Guarantor will not, and (except as otherwise expressly contemplated in the Company will not permit a Guarantor torelease provisions of the Subsidiary Guarantee Agreement, in the case of a single transaction or through a series of related transactions, (xSubsidiary Guarantor) to consolidate with or merge with or into any other Person or wind up into (other than whether or not such Guarantor is the Company surviving corporation), or any other Guarantor) or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets to in one or more related transactions to, any Person person, unless: (i) such Guarantor is the surviving person or group of Persons the person formed by or surviving any such consolidation or merger (if other than the Company or any other such Guarantor) or permit any of its Restricted Subsidiaries to enter into any which such 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 lease, conveyance or other disposition of all will have been made is a partnership, limited liability Borrower or substantially all corporation organized or existing under the laws of the properties and assets United States, any state thereof, the District of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company Columbia or any territory thereof (such Guarantor or such person, as the case may be, being herein called the "Successor Guarantor"), unless at the time and after giving effect thereto:; (1) either (Aii) the Successor Guarantor or the Company will be the continuing Person in the case of a merger involving the Guarantor or (B) the Person (if other than the such Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its Note Guaranteethe Second-Lien Loan Documents pursuant to documents or instruments in form reasonably satisfactory to the Administrative Agent; (2iii) 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 continuingexists; and (3iv) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Borrower shall have delivered, or caused to be delivered, delivered to the Trustee, an Officers’ Certificate Administrative Agent a certificate from a Responsible Officer and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 terms of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Agreement. The Successor Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Second-Lien Loan Documents. Notwithstanding the foregoing, any (a) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, and (b) any Guarantor may merge into or transfer all or part of its properties and assets to realize tax the Borrower or other benefitsanother Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted hereunder no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to Holdings.

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor will notSubject to the provisions of the U.S. Collateral Agreement governing the release of its Guarantee thereunder upon the sale or disposition of a Restricted Subsidiary, and the Company will not permit any Subsidiary that is a Guarantor to, in a single transaction or through a series of related transactions, (x) to consolidate with or merge with or into any other or wind up into (whether or not such Person (other than is the Company surviving corporation), or any other Guarantor) or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions 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 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 lease, conveyance or disposition of all or substantially all of in connection with the properties and assets of Transaction described in the 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[Information Memorandum]) unless: (1i) either (A) such Guarantor is the Guarantor surviving corporation or the Company will be the continuing Person in the case of a formed by or surviving any such consolidation or merger involving the Guarantor or (B) the Person (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition all will have been made is a corporation organized or substantially all existing under the laws of the properties and assets United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "SUCCESSOR GUARANTOR"); (ii) the Successor Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”if other than such Guarantor) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its Note Guaranteethe Loan Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Administrative Agent; (2iii) 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 continuingshall exist; and (3iv) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Borrower shall have delivered, or caused to be delivered, delivered to the Trustee, an Officers’ Certificate Administrative Agent a certificate from a Responsible Officer and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Agreement. The Successor Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Loan Documents. Notwithstanding the foregoing, any (a) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, and (b) any Guarantor may merge into or transfer all or part of its properties and assets to realize tax the Borrower or other benefitsanother Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under this Agreement (x) no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to Holdings and (y) Bidco shall not (prior to the Restructuring Date) be permitted to consolidate with, merge into or transfer all or part of its properties and assets to any Person).

Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor 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 any other Person (other than the Company or 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 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 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: (1) either (A) the Guarantor or the Company 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 consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a supplement to this Indenture, all the obligations of such Guarantor under its Note GuaranteeGuaranty; (2) 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 (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity 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 any supplement to this Indenture executed and delivered in connection therewith comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note Guarantee Guaranty is terminated unconditionally released and discharged in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note GuaranteeGuaranty. (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another jurisdiction to realize tax or other benefits.

Consolidation, Merger or Sale of Assets by a Guarantor. Subject to the provisions of Section 10.02(b) (awhich govern the release of a Guarantee upon the sale, transfer or disposition of a Restricted Subsidiary of the Company that is a Guarantor, no Guarantor (other than the Parent Guarantor) Each Guarantor will notshall, and the Company will shall not permit a any Guarantor to, in a single transaction or through a series of related transactions, (x) consolidate with or merge with or into any other Person or wind up into (other than whether or not such Guarantor is the Company surviving corporation), or any other Guarantor) or (y) sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions 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 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 lease, conveyance or disposition of all or substantially all of in connection with the properties and assets of Transactions described in the 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 theretoOffering Memorandum) unless: (1i) either (A) such Guarantor is the Guarantor surviving Person or the Company will be the continuing Person in the case of a formed by or surviving any such consolidation or merger involving the Guarantor or (B) the Person (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease lease, conveyance or other disposition all will have been made is a partnership, limited liability company or substantially all corporation organized or existing under the laws of the properties and assets United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Guarantor"); (ii) the Successor Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”if other than such Guarantor) expressly assumes, by executing a supplement to this Indenture, assumes all the obligations of such Guarantor under its Note Guaranteethis Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (2iii) 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 continuingshall exist; and (3iv) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will Company shall have delivered, or caused to be delivered, delivered to the Trustee, Trustee an Officers’ ' Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease merger or other transaction transfer and any such amendment or supplement to this Indenture executed and delivered in connection therewith (if any) comply with this Indenture; provided, however, that this Section 5.02(a) shall not apply to any . The Successor Guarantor whose Note Guarantee is terminated in accordance with Section 11.09 of this Indenture. (b) In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity, the Surviving Guarantor Entity shall will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged from all obligations and covenants under this Indenture and the Note Guarantee. (c) Registration Rights Agreement. Notwithstanding the foregoing, any (a) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of incorporating or reincorporating or reorganizing such Guarantor in another jurisdiction state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Guarantor is not increased thereby, and (b) any Guarantor may merge into or transfer all or part of its properties and assets to realize tax the Company or other benefitsanother Guarantor. Notwithstanding anything to the contrary herein, except as expressly permitted under this Indenture, no Guarantor shall be permitted to consolidate with, merge into or transfer all or part of its properties and assets to the Parent Guarantor.