Common use of Consolidations, Mergers and Sales of Assets Clause in Contracts

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower Company will (ia) consolidate, amalgamate consolidate with or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (iib) sell, lease or otherwise transfer or permit any of its Subsidiaries to sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of Parent and its assets Subsidiaries, taken as a whole, to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR ; provided that nothing in this Section 5.10 shall prohibit Parent or the Company from consolidating with or merging into another Person if: (i) immediately after such consolidation or merger substantially all of the Equity Interests of the surviving Person are directly or indirectly owned by (i) in the case of Parent, the former equityholders of Parent and (ii) in the case of the Company, Parent; (ii) immediately after such consolidation or merger the Person into which Parent or the Company shall have been consolidated or merged shall not be in default in the performance or observance of any direct of the terms, covenants and conditions of this Agreement to be kept or indirect wholly-owned Subsidiary of IR performed by Parent or the Company, as applicable; (includingiii) with respect to the Company, without limitation, through the Company is the surviving entity and shall remain a liquidation, dissolution, liquidating distribution or equivalent transaction corporation organized under the laws of the applicable jurisdiction)United States or any State thereof; (iv) the due and punctual payment of the principal of (and premium, (Bif any) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially interest on all of the assets Loans according to their tenor and the due and punctual performance and observance of all the Borrower (which transactions shall be subject to the last sentence covenants and conditions of this Section 5.7)Agreement, such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 including as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative AgentGuarantor, to be bound performed or observed by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof Parent or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided thatCompany, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any eventas applicable, shall be at least 20 Domestic Business Days prior expressly assumed, pursuant to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing documentation in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery and executed and delivered by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) Person into which Parent or the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reductionCompany, as deemed material by applicable, shall have been consolidated or merged; (v) immediately after such Bankconsolidation or merger, the chief financial officer or chief accounting officer of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason Parent shall deliver to the Administrative Agent a certificate stating that as of the fact that such Person is organized under time immediately after the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change consolidation or merger the covenants of Parent or the Company, as applicable, contained in this Section 5.10 have been complied with and the jurisdiction successor Person is not in Default under the provisions of organizationthis Agreement; and (vi) promptly after such merger, no such compensation may be claimed in respect of any Loan Parent or other extension of credit hereunder for any period prior the Company, as applicable, shall have delivered to the date 60 days before Administrative Agent such documentation and other evidence as is reasonably requested by the date of notice by Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the Borrower results of its intention to make claims thereforall necessary “know your customer” or other similar checks under all applicable laws and regulations.

Consolidations, Mergers and Sales of Assets. (a) Neither IR Parent nor the Borrower will (i) consolidate, amalgamate consolidate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless ; provided that the Borrower may merge with another Person if the Borrower is the entity surviving such merger (A) except in the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary case of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws merger of the applicable jurisdiction)Borrower with Parent, (Bin which case Parent may be the surviving entity) immediately and, after giving effect to such transferthereto, no Event of Default or Default shall have occurred and be continuing. (b) The Borrower will not permit any of its Restricted Subsidiaries to consolidate or merge with any other Person (except with the Borrower or another Restricted Subsidiary, but subject to the provisions of Sections 5.07 and 5.09(a)) or sell all or substantially all of their respective assets (except to the Borrower or another Restricted Subsidiary, subject to the provisions of Section 5.07, or except as a Permitted MLP Asset Transfer) if, after giving effect thereto, (i) any Event of Default or Default shall have occurred and be continuing or (ii) such consolidation, merger or sale of assets, taken as a whole together with all other consolidations, mergers and (C) except sales of assets by the Borrower and its Restricted Subsidiaries since the Effective Date, shall result in the case disposition by the Borrower and its Restricted Subsidiaries of any such transaction involving the sale of assets in an amount that would constitute all or substantially all of the consolidated assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7)and its Restricted Subsidiaries, such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, determined on a consolidated basis in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transfereeaccordance with GAAP, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereformost recently completed fiscal quarter.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower (a) The Company will not (i) consolidate, amalgamate consolidate or merge with or into any other Person, person unless (A) the company Company shall be the surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent entity and (B) immediately after giving effect to such consolidation, amalgamation thereafter no Default or merger, no Event of Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all any substantial part of its assets to any other Personperson. The Company will not sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (b) No Borrowing Subsidiary will (i) consolidate or merge with or into any other person unless (A) if the applicable purchasersurviving entity shall be other than such Borrowing Subsidiary, lessee (x) such surviving entity or transferee is either IR Parent or any direct or indirect wholly-the Company shall have assumed in writing all obligations of such Borrowing Subsidiary relating to this Agreement and (y) such surviving entity shall be 100% owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under by the laws of the applicable jurisdiction), Company and (B) immediately after giving effect to such transfer, no Default or Event of Default shall have occurred and be continuing either before or immediately after such consolidation or merger or (ii) sell, lease or otherwise transfer all or any substantial part of its assets to any other person. No Borrowing Subsidiary will sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (Cc) except Notwithstanding anything in the case of any such transaction involving foregoing to the sale contrary, to the extent that the value of all or substantially all Margin Stock owned by the Company and its Consolidated Subsidiaries (determined in accordance with Regulation U) would otherwise exceed 25% of the value of the total assets of the Borrower Company and its Consolidated Subsidiaries subject to this Section 5.09 (which transactions as so determined), the restrictions contained in subsections (a)(ii) and (b)(ii) of this Section 5.09 shall not apply to such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the last sentence restrictions of this Section 5.75.09), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. (a) Neither IR Parent nor the Borrower Principal Obligor will (i) consolidate, amalgamate consolidate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all of its assets to any other Person, unless unless (A) such Principal Obligor or one of its Subsidiaries is the applicable purchasersurviving corporation; (B) the Person (if other than such Principal Obligor) formed by such consolidation or into which such Principal Obligor is merged, lessee or transferee is either IR Parent the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of such Principal Obligor (any direct or indirect wholly-owned Subsidiary of IR Parent (includingsuch Person, without limitationthe "SUCCESSOR"), through a liquidation, dissolution, liquidating distribution or equivalent transaction shall be organized and existing under the laws of (x) in the applicable jurisdiction)case of a Successor to the Borrower, Luxembourg or (By) in the case of a Successor to the Guarantor, Bermuda or of the United States, any state thereof or the District of Columbia and shall expressly assume, in a writing executed and delivered to the Agent for delivery to each of the Banks, in form reasonably satisfactory to the Agent, the due and punctual payment of the principal of and interest on the Loans and the performance of the other obligations under this Agreement and the Promissory Notes on the part of such Principal Obligor to be performed or observed, as fully as if such Successor were originally named as such Principal Obligor in this Agreement; (C) immediately after giving effect to such transfertransaction, no Default shall have occurred and be continuing continuing; and (D) such Principal Obligor has delivered to the Agent a certificate on behalf of such Principal Obligor signed by one of its Responsible Officers and (C) except an opinion of counsel, each stating that all conditions provided in the case of any this Section 5.11 relating to such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence have been satisfied. The foregoing provisions of this Section 5.7), such purchaser, lessee 5.11 shall not restrict the merger or transferee explicitly agrees to be bound by consolidation of any Subsidiary with and into a Principal Obligor. Upon the terms satisfaction (or waiver in accordance with Section 9.05) of Section 5.6 and the conditions set forth in this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing5.11, in the case of any transaction permitted by this Section 5.7 whereby a Successor to the Borrower is not shall succeed, and may exercise every right and power of, the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of Borrower under this Agreement and assume the obligations hereunder of Promissory Notes with the same effect as if such Successor had been originally named as the Borrower (herein and shall thereafter be deemed to be in the Promissory Notes, and the Borrower for purposes shall be relieved of its obligations under this AgreementAgreement and the Promissory Notes. (b) The Guarantor will not, and (y) be organized and exist under the law of Bermudawill not permit any Subsidiary to, Irelandsell, Luxembourg, the Netherlands, the United States of America (lease or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (whichotherwise transfer, in any eventtransaction or series of related transactions, shall be at least 20 Domestic Business Days prior to any Person (other than the proposed effective date Guarantor or a Subsidiary) any Property (including, without limitation, the stock of such change any Subsidiary) having a net book value in the jurisdiction excess of organization) from the Borrower 20% of Consolidated Assets determined as of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization end of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason fiscal quarter of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence Guarantor most recently ended at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan sale or other extension transaction, or Property (including without limitation, stock of credit hereunder a Subsidiary) which contributed in excess of 20% of Consolidated EBIT for any period prior to the date 60 days before fiscal year of the date Guarantor most recently ended at the time of notice by such Bank to the Borrower of its intention to make claims thereforsale or other transaction.

Consolidations, Mergers and Sales of Assets. Neither IR The Borrower and the Parent nor the Borrower will shall not, and shall not permit any other Loan Party or other Subsidiary to: (i) consolidate, amalgamate or merge with or enter into any other Persontransaction of merger or consolidation; (ii) liquidate, unless wind up or dissolve itself (Aor suffer any liquidation or dissolution); or (iii) the company surviving such consolidationconvey, amalgamation sell, lease, sublease, transfer or merger is either IR Parent otherwise dispose of, in one transaction or a series of transactions, all or any direct substantial part of its business or indirect wholly-assets, whether now owned or hereafter acquired; provided, however, that: (a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower or the Parent) so long as immediately prior to the taking of IR Parent such action, and (B) immediately thereafter and after giving effect to such consolidation, amalgamation or mergerthereto, no Default shall have occurred and or Event of Default is or would be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding existence; notwithstanding the foregoing, in the case any such Loan Party may enter into a transaction of any transaction permitted by this Section 5.7 whereby the Borrower merger pursuant to which such Loan Party is not the surviving company survivor of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause such merger only if (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form given the Agent and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower Lenders at least 10 Domestic Business Days' prior written notice of such merger; (ii) if the surviving entity is a Subsidiary and is required under Section 8.22. to become a Guarantor, within 5 Business Days prior of consummation of such merger (x) the survivor entity (if not already a Guarantor) shall have executed and delivered to the proposed effective date Agent an Accession Agreement, the other items required to be delivered under such Section, copies of all documents entered into by such Loan Party or the surviving entity to effectuate the consummation of such change in merger, including, but not limited to, articles of merger and the jurisdiction plan of organizationmerger, no such compensation may be claimed in respect copies of any Loan or other extension of credit hereunder for any period prior to filings with the date 60 days before the date of notice by Securities and Exchange Commission in connection with such Bank to the Borrower of its intention to make claims therefor.merger; and

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Lead Borrower will (ia) consolidate, amalgamate or merge with or into any other Person, unless (Ai) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (Bii) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (iib) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (Ai) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (Bii) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (Ciii) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Lead Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Lead Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Lead Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (ia) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (iib) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Lead Borrower (and shall thereafter be deemed to be the Lead Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the Grand Duchy of Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to the Grand Duchy of Luxembourg, the Netherlands or any such other jurisdiction, (Ai) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Lead Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Lead Borrower to such other jurisdiction, (Bii) neither the Borrower Administrative Agent nor the Administrative Agent Lead Borrower shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (Ciii) without limiting the applicability of Article VIII, the Lead Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1A) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2B) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Lead Borrower’s jurisdiction of organization changes which are notified to the Lead Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Lead Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower (a) The Company will not (i) consolidate, amalgamate consolidate or merge with or into any other Person, person unless (A) the company Company shall be the surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent entity and (B) immediately after giving effect to such consolidation, amalgamation thereafter no Default or merger, no Event of Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all any substantial part of its assets to any other Personperson. The Company will not sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (b) No Borrowing Subsidiary will (i) consolidate or merge with or into any other person unless (A) if the applicable purchasersurviving entity shall be other than such Borrowing Subsidiary, lessee (x) such surviving entity or transferee is either IR Parent or any direct or indirect wholly-the Company shall have assumed in writing all obligations of such Borrowing Subsidiary relating to this Agreement and (y) such surviving entity shall be 100% owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under by the laws of the applicable jurisdiction), Company and (B) immediately after giving effect to such transfer, no Default or Event of Default shall have occurred and be continuing either before or immediately after such consolidation or merger or (ii) sell, lease or otherwise transfer all or any substantial part of its assets to any other person. No Borrowing Subsidiary will sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (Cc) except Notwithstanding anything in the case of any such transaction involving foregoing to the sale contrary, to the extent that the value of all or substantially all Margin Stock owned by the Company and its Consolidated Subsidiaries (determined in accordance with Regulation U) exceeds 25% of the value of the total assets of the Borrower Company and its Consolidated Subsidiaries subject to this Section 5.09 (which transactions as so determined), the restrictions contained in subsections (a)(ii) and (b)(ii) of this Section 5.09 shall not apply to such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the last sentence restrictions of this Section 5.75.09), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower (a) The Company will not (i) consolidate, amalgamate consolidate or merge with or into any other Person, person unless (A) the company Company shall be the surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent entity and (B) immediately after giving effect to such consolidation, amalgamation thereafter no Default or merger, no Event of Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all any substantial part of its assets to any other Personperson. The Company will not sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (b) No Borrowing Subsidiary will (i) consolidate or merge with or into any other person unless (A) if the applicable purchasersurviving entity shall be other than such Borrowing Subsidiary, lessee (x) such surviving entity or transferee is either IR Parent or any direct or indirect wholly-the Company shall have assumed in writing all obligations of such Borrowing Subsidiary relating to this Agreement and (y) such surviving entity shall be 100% owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under by the laws of the applicable jurisdiction), Company and (B) immediately after giving effect to such transfer, no Default or Event of Default shall have occurred and be continuing either 42 37 before or immediately after such consolidation or merger or (ii) sell, lease or otherwise transfer all or any substantial part of its assets to any other person. No Borrowing Subsidiary will sell, lease or otherwise transfer any of its assets to any other person except for full and adequate consideration. (Cc) except Notwithstanding anything in the case of any such transaction involving foregoing to the sale contrary, to the extent that the value of all or substantially all Margin Stock owned by the Company and its Consolidated Subsidiaries (determined in accordance with Regulation U) would otherwise exceed 25% of the value of the total assets of the Borrower Company and its Consolidated Subsidiaries subject to this Section 5.09 (which transactions as so determined), the restrictions contained in subsections (a)(ii) and (b)(ii) of this Section 5.09 shall not apply to such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the last sentence restrictions of this Section 5.75.09), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the (a) The Borrower will not (i) consolidate, amalgamate consolidate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all of its assets to any other Person, unless unless (A) the applicable purchaser, lessee Borrower or transferee is either IR Parent a Subsidiary or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any Tyco US) a Domestic Parent is the surviving corporation; (B) the Person (if other than the Borrower) formed by such transaction involving consolidation or into which the Borrower is merged, or the Person which acquires by sale of or other transfer, or which leases, all or substantially all of the assets of the Borrower (which transactions any such Person, the "Successor"), shall be subject to organized and existing under the last sentence laws of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, (x) in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the NetherlandsTyco US, the United States of America (or States, any State state thereof or the District of ColumbiaColumbia and (y) or any other jurisdiction that is in the case of Tyco Luxembourg, Luxembourg, and shall expressly assume, in a writing executed and delivered to the Agent for delivery to each of the Banks, in form reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower due and punctual payment of the proposed merger, amalgamation, consolidation or transfer principal of and interest on the Promissory Notes and the resulting change in performance of the jurisdiction of organization other obligations under this Agreement and the Promissory Notes on the part of the Borrower to be performed or observed, as fully as if such other jurisdiction, (B) neither Successor were originally named as the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and this Agreement; (C) without limiting immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (D) the applicability Borrower has delivered to the Agent a certificate on behalf of Article VIIIthe Borrower signed by a Responsible Officer and an opinion of counsel (which counsel may be an employee of the Borrower), each stating that all conditions provided in this Section 5.11 relating to such transaction have been satisfied. The foregoing provisions of this Section 5.11 shall not restrict the merger or consolidation of any Subsidiary with and into the Borrower. Upon the satisfaction (or waiver in accordance with Section 9.05) of the conditions set forth in this Section 5.11, the Successor shall succeed, and may exercise every right and power of, the Borrower under this Agreement and the Promissory Notes with the same effect as if the Successor had been originally named as the Borrower herein and in the Promissory Notes, and the Borrower shall have agreedbe relieved of its obligations under this Agreement and the Promissory Notes. (b) The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer, in writing in form and substance reasonably satisfactory to the Administrative Agentany transaction or series of related transactions, to indemnify each Bankany Person (other than the Borrower, within 30 days after delivery by a Subsidiary, a Person of which the Borrower is a Subsidiary or a Subsidiary of such Bank of a written demand listing Person) any Property (including, without limitation, the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, stock of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.Subsidiary) having a

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the (a) The Borrower will shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) consolidate, amalgamate or merge with the corporation formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any other PersonState thereof or the District of Columbia and shall expressly assume, unless by an agreement supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Required Banks, the due and punctual payment of the Obligations and the performance of every covenant of this Agreement on the part of the Borrower to be performed or observed; (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (Bii) immediately after giving effect to such consolidation, amalgamation or mergertransaction, no Default shall have occurred happened and be continuing continuing; and (iii) the Borrower has delivered to the Administrative Agent an officer's certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transferor lease and supplemental agreement comply with this Section 5.7 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by the Borrower with or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to merger by the Borrower into any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent corporation or any direct conveyance, transfer or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws lease of the applicable jurisdiction)properties and assets of the Borrower substantially as an entirety in accordance with this Section 5.7, (B) immediately after giving effect the successor corporation formed by such consolidation or into which the Borrower is merged or to which such transferconveyance, no Default transfer or lease is made shall have occurred succeed to, and be continuing substituted for, and (C) may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor corporation had been named as the Borrower herein, and thereafter, except in the case of any such transaction involving a lease, the sale predecessor corporation shall be relieved of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 obligations and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of covenants under this Agreement. (c) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the The Borrower shall have agreed, in writing in form and substance reasonably satisfactory not transfer any Principal Property to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making any one or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower more of its intention to make claims thereforSubsidiaries, whether now existing or hereafter acquired.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower (a) The Company will (i) consolidate, amalgamate not merge into or merge consolidate with or into any other Person, unless (A) the company surviving such consolidationor permit any other Person to merge into or consolidate with it, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidationsell, amalgamation or merger, no Default shall have occurred and be continuing or (ii) selltransfer, lease or otherwise transfer, directly dispose of (in one transaction or indirectly, in a series of transactions) all or substantially all of its assets to assets, except that, if at the time thereof and immediately after giving effect thereto, no Default shall or would have occurred and be continuing, any Person may merge into the Company in a transaction in which the Company is the surviving entity. (b) Neither Subsidiary Borrower will merge into or consolidate with, any other Person, unless or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (Ain one transaction or in a series of transactions) all or substantially all of its assets, except that, if at the applicable purchasertime thereof and immediately after giving effect thereto, lessee no Default shall or transferee is would have occurred and be continuing, either IR Parent Subsidiary Borrower may merge into or consolidate with any direct or indirect wholly-owned Subsidiary of IR Parent other corporation (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction the "successor corporation") organized under the laws of the applicable jurisdiction)United States of America or any state thereof which is (x) the Company, (By) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of a merger or consolidation involving Allstate Insurance (or any successor thereto), a Wholly-Owned Subsidiary, provided that there is no regulated entity which is a direct or indirect parent thereof, or (z) in the case of a merger or consolidation involving Allstate Life (or any successor thereto), a Wholly-Owned Subsidiary, and provided further that each Subsidiary Borrower covenants that any such transaction involving consolidation, merger, sale or transfer shall be upon the sale conditions that the due and punctual payment of the principal and accrued interest on the Notes of such Subsidiary Borrower, and the due and punctual performance and observance of all the terms, covenants and conditions of this Credit Agreement to be kept or performed by such Subsidiary Borrower shall, by an agreement supplemental hereto (which supplemental agreement shall be in form and substance satisfactory to the Administrative Agent and shall become effective upon or waiver of the conditions described in Section 5.1(b), (c), (d), (e) and (h) in a form appropriate to such supplemental agreement), be assumed by the corporation (other than such Subsidiary Borrower) formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7)Subsidiary Borrower, such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 just as fully and this Section 5.7 effectually as if it were such successor had been the original Subsidiary Borrower; and in the event of any such sale or transfer the predecessor Subsidiary Borrower may be dissolved, wound up and liquidated at any time thereafter. Notwithstanding the foregoingIn addition, in the case of any transaction permitted connection with marketing alliances or other promotional arrangements undertaken by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation one or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder both of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, LuxembourgSubsidiary Borrowers, the NetherlandsSubsidiary Borrowers may from time to time issue preferred stock to any Person, whether or not affiliated with the United States of America Company, having an aggregate liquidation preference (or any State thereof or the District of Columbiaas to both Subsidiary Borrowers) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amountsthe aggregate amount of Debt secured by Liens permitted under the second sentence of Section 6.5, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank does not exceed $450,000,000 (or its Applicable Lending Office)equivalent in any other currency) at any one time outstanding. Notwithstanding anything in this Section 6.6 to the contrary, in each case, by reason Allstate Insurance may transfer ownership of Allstate Life to the Company or to any other Wholly-Owned Subsidiary of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereforCompany.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Lead Borrower will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Lead Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Lead Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Lead Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Lead Borrower (and shall thereafter be deemed to be the Lead Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the Grand Duchy of Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to the Grand Duchy of Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Lead Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Lead Borrower to such other jurisdiction, (B) neither the Borrower Administrative Agent nor the Administrative Agent Lead Borrower shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Lead Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Lead Borrower’s jurisdiction of organization changes which are notified to the Lead Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Lead Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower Company will (ia) consolidate, amalgamate consolidate with or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (iib) sell, lease or otherwise transfer or permit any of its Subsidiaries to sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of Parent and its assets Subsidiaries, taken as a whole, to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR ; provided that nothing in this Section 5.10 shall prohibit Parent or the Company from consolidating with or merging into another Person if: (i) immediately after such consolidation or merger substantially all of the Equity Interests of the surviving Person are directly or indirectly owned by (i) in the case of Parent, the former equityholders of Parent and (ii) in the case of the Company, Parent; (ii) immediately after such consolidation or merger the Person into which Parent or the Company shall have been consolidated or merged shall not be in default in the performance or observance of any direct of the terms, covenants and conditions of this Agreement to be kept or indirect wholly-owned Subsidiary of IR performed by Parent or the Company, as applicable; 42 (includingiii) with respect to the Company, without limitation, through the Company is the surviving entity and shall remain a liquidation, dissolution, liquidating distribution or equivalent transaction corporation organized under the laws of the applicable jurisdiction)United States or any State thereof; (iv) the due and punctual payment of the principal of (and premium, (Bif any) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially interest on all of the assets Loans according to their tenor and the due and punctual performance and observance of all the Borrower (which transactions shall be subject to the last sentence covenants and conditions of this Section 5.7)Agreement, such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 including as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative AgentGuarantor, to be bound performed or observed by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof Parent or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided thatCompany, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any eventas applicable, shall be at least 20 Domestic Business Days prior expressly assumed, pursuant to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing documentation in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery and executed and delivered by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) Person into which Parent or the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reductionCompany, as deemed material by applicable, shall have been consolidated or merged; (v) immediately after such Bankconsolidation or merger, the chief financial officer or chief accounting officer of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason Parent shall deliver to the Administrative Agent a certificate stating that as of the fact that such Person is organized under time immediately after the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change consolidation or merger the covenants of Parent or the Company, as applicable, contained in this Section 5.10 have been complied with and the jurisdiction successor Person is not in Default under the provisions of organizationthis Agreement; and (vi) promptly after such merger, no such compensation may be claimed in respect of any Loan Parent or other extension of credit hereunder for any period prior the Company, as applicable, shall have delivered to the date 60 days before Administrative Agent such documentation and other evidence as is reasonably requested by the date of notice by Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be satisfied it has complied with the Borrower results of its intention to make claims thereforall necessary “know your customer” or other similar checks under all applicable laws and regulations.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower will (ia) consolidate, amalgamate Directly or indirectly consolidate with or merge with or into any other Person, or permit another Person to merge into it, unless it is a Guarantor merging into the Borrower (Awith the Borrower being the surviving entity) or another Guarantor; provided, that, (i) such entity has provided the Agent with written notice at least ten (10) Business Days prior to such merger, and (ii) all Liens in favor of the Collateral Trustee granted by such entities continue to be valid, perfected and first priority (except for pre-existing Liens on the assets of such other Person which are permitted under Section 6.01 hereof), or (b) acquire all or substantially all the capital stock or assets of, or ownership interests in, any other Person unless it is an Acceptable Acquisition and then, only if (i) no Default or Event of Default has occurred and is continuing or would otherwise occur as a result of such acquisition and (ii) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent Borrower furnishes to the Agent and each Lender (Bif requested) immediately computations and work papers demonstrating that the Borrower will be in compliance with the financial covenants set forth herein after giving effect to such consolidationacquisition, amalgamation or merger, no Default shall have occurred and be continuing or (iic) sell, lease lease, transfer or assign to any Persons or otherwise transfer, directly dispose of (whether in one transaction or indirectly, a series of transactions) all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee whether now owned or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdictionhereafter acquired), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except or sell any of its assets other than in the case ordinary course of business, including any such transaction involving Asset Sales unless Borrower complies with the sale requirements of all or substantially all of the assets Section 2.09(b); except any Subsidiary of the Borrower (which transactions shall be subject to the last sentence may sell or lease any of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified assets to the Borrower at least 10 Domestic Business Days prior or to another Subsidiary of the proposed effective date Borrower; provided, that, all Liens on any such assets in favor of such change in the jurisdiction of organizationCollateral Trustee continue to be valid, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereforperfected and first priority.

Consolidations, Mergers and Sales of Assets. (a) Neither IR the Parent Guarantor nor the Borrower will (i) consolidate, amalgamate shall consolidate or merge with or into any other Person, unless except that (Ai) the company Parent Guarantor and the Borrower may merge with any Person (other than each other) if the Parent Guarantor or the Borrower is the surviving such consolidationcorporation and if, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after such merger (and giving effect to such consolidation, amalgamation or mergerthereto), no Default shall have occurred and be continuing or continuing, (ii) sellthe Parent Guarantor and the Borrower may merge with each other, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless if (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (Bx) immediately after such merger (and giving effect to such transferthereto), no Default shall have occurred and be continuing and (Cy) except the surviving corporation, whether it be the Parent Guarantor or the Borrower, shall have signed an instrument of assumption in form and substance satisfactory to the Required Lenders immediately prior to such merger and (iii) the Parent Guarantor may consummate the AWC Merger so long as the surviving corporation in the case AWC Merger shall have delivered not later than the date of consummation thereof an instrument of assumption of the obligations of the Parent Guarantor under the Financing Documents and an opinion of counsel with respect thereto, all in form and substance satisfactory to the Administrative Agent (it being understood that documentation substantially identical with that required pursuant to Amendment No. 2 to the Credit Agreement will be satisfactory). (b) The Parent Guarantor will not, and will not permit any such transaction involving the sale of its Subsidiaries to, sell, lease or otherwise transfer or dispose of to any Person all or substantially all any substantial part of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it Parent Guarantor and its Affiliates are prohibited from extending credit or lending to Subsidiaries, taken as a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereforwhole.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the The Borrower will not (i) consolidate, amalgamate consolidate with or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its the assets of the Borrower, taken as a whole, to any other PersonParty; provided that the foregoing restriction does not apply to the consolidation, unless (A) the applicable purchaser, lessee merger or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws amalgamation of the applicable jurisdiction)Borrower with or into, (B) immediately after giving effect to such transferor the conveyance, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale transfer or lease of all or substantially all of the assets property of the Borrower in a single transaction or series of transactions to, another corporation or entity which transaction or series of transactions meets the following requirements (which transactions a "Qualified Transaction"): (i) the successor formed by such consolidation or amalgamation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the property of the Borrower as an entirety, as the case may be (the "Borrower Successor Corporation"), shall be subject to a solvent corporation organized and existing under the last sentence laws of this Section 5.7), such purchaser, lessee the United States of America or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as any state thereof; (ii) if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a mergerBorrower Successor Corporation, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, such corporation shall (x) affirmatively agree, in a writing satisfactory have executed and delivered to the Administrative AgentBank an assumption agreement, to be bound by the terms of this Agreement and assume the obligations hereunder providing, among other things, for its assumption of the Borrower (due and shall thereafter be deemed punctual performance and observance of each covenant and condition of the Loan Documents applicable to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory caused to be delivered to the Administrative Agent, Bank an opinion of Willxxx Xxxx & Xallxxxxx xx other internationally recognized independent New York counsel to indemnify each Bank, within 30 days the effect that such assumption agreement is enforceable in accordance with its terms (subject to standard qualification) and complies with the terms of the Loan Documents; and (iii) Immediately after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder giving effect to such Person and transaction, no Default or Event of Default exists or would exist. If the Borrower is not the Borrower Successor Corporation but each of the conditions in the foregoing clauses (2i) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank through (or its Applicable Lending Officeiii), in each caseinclusive, by reason is satisfied, any such conveyance or transfer (but not a lease) of all or substantially all of the fact property of the Borrower shall have the effect of releasing the Party that was the Borrower immediately prior to giving effect to such Person is organized transaction (but not the related Borrower Successor Corporation) from such Party's liability under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereforDocuments.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower The Company will (i) consolidatenot, amalgamate and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, unless or permit any other Person to merge into or consolidate with it; provided that, in each case subject to compliance with Section 6.16, (Ai) the company Company may merge with another Person, if (x) the Company is the entity surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (By) immediately after giving effect to such consolidation, amalgamation or merger, no Default or Event of Default shall have occurred and be continuing or continuing, (ii) sellany Subsidiary may merge, lease consolidate or otherwise transfer, directly amalgamate with or indirectly, all or substantially all of its assets to any other into another Person, unless if (Ax) such Subsidiary survives (or, in the applicable purchasercase of an amalgamation, lessee continues immediately following) such merger, consolidation or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent amalgamation and (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (By) immediately after giving effect to such transfermerger, consolidation or amalgamation, no Default or Event of Default shall have occurred and be continuing, (iii) Wholly-Owned Subsidiaries of the Company may merge with one another provided that if one of such Subsidiaries is a Designated Subsidiary Account Party and the other is not, then the Designated Subsidiary Account Party must be the surviving entity of such merger and (iv) a Subsidiary (other than a Designated Subsidiary Account Party) of the Company may merge or consolidate with any other Person if immediately after giving effect to such merger no Default or Event of Default shall have occurred and be continuing. In addition, the Company will not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (each, a “Disposition”), except (a) (1) such dispositions by the Company or any of its Subsidiaries of any of their respective properties or assets to the Company or any Wholly-Owned Subsidiary of the Company and (2) such dispositions by IPC or any of its Subsidiaries of any of their respective properties or assets to IPC or any of its other Subsidiaries, (b) subject to Section 5.05, the dissolution or winding up of any Subsidiary other than a Designated Subsidiary Account Party, (c) Dispositions of used, worn out, obsolete or surplus property of the Company or any Subsidiary in the ordinary course of business and the assignment, cancellation, abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and the Subsidiaries, taken as a whole; (d) licenses (as licensor) of intellectual property so long as such licenses do not materially interfere with the business of the Company or any of its Subsidiaries; (e) Dispositions of cash, cash equivalents and investment securities (including pursuant to any securities lending arrangements permitted by clause (u) of Section 6.03 and including in connection with the posting of collateral (or the realization thereof) under the Three-Year Unsecured Letter of Credit Facility, the Xxxxx’x XX Facility or the IPC Facilities), (f) releases, surrenders or waivers of contracts, torts or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (g) the granting or existence of Liens permitted under this Agreement; (h) leases or subleases of real property so long as such leases or subleases do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole, (i) Dividends permitted under Section 6.08, (j) ceding of insurance or reinsurance in the ordinary course of business, (k) other Dispositions of assets with a fair market value (as reasonably determined by the board of directors or senior management of the Company) which in the aggregate do not exceed 10% of the lesser of the book or fair market value of the property and assets of the Company determined on a consolidated basis as of the last day of the previous fiscal year of the Company; provided that immediately after giving effect (including pro forma effect) to any Disposition made pursuant to this clause (k), no Event of Default shall have occurred and be continuing and (Cl) except in the case Dispositions of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject investments made pursuant to the last sentence of this Section 5.76.16(g), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect for the avoidance of doubt, Dispositions of Collateral shall only be made to Luxembourg, the Netherlands extent permitted under Section 4.04 of the Security Agreement and this Section 6.02(l) shall not serve as a waiver or any such other jurisdictionmodification of the requirements under Section 2.10(b).” (ee) Section 6.03 of the Credit Agreement is hereby amended to (i) delete the word “and” appearing at the end of clause (u) thereof, (Aii) the Administrative Agent change clause (who shall promptly notify each Bankv) shall have received reasonable advance notice thereof to clause (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organizationw) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction thereof and (Ciii) without limiting add the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of following as a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for new clause (1v) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.thereof:

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower will (ia) consolidate, amalgamate consolidate with or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (iib) sell, lease or otherwise transfer or permit any of its Subsidiaries to sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of Parent and its assets Subsidiaries, taken as a whole, to any other Person, unless (A) ; provided that nothing in this Section 5.10 shall prohibit the applicable purchaser, lessee or transferee is either IR consummation of the Transactions; and provided further that nothing in this Section 5.10 shall prohibit Parent or the Borrower from consolidating with or merging into another Person if: (i) immediately after such consolidation or merger substantially all of the Equity Interest of the surviving Person are directly or indirectly owned by (i) in the case of Parent, the former equityholders of Parent and (ii) in the case of the Borrower, Parent; (ii) immediately after such consolidation or merger the Person into which Parent or the Borrower shall have been consolidated or merged shall not be in default in the performance or observance of any direct of the terms, covenants and conditions of this Agreement to be kept or indirect wholly-owned Subsidiary of IR performed by Parent or the Borrower; (includingiii) with respect to the Borrower, without limitation, through the Person into which the Borrower shall have been consolidated or merged shall be a liquidation, dissolution, liquidating distribution or equivalent transaction corporation organized under the laws of the applicable jurisdiction)United States or any State thereof; (iv) the due and punctual payment of the principal of (and premium, (Bif any) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially interest on all of the assets Loans according to their tenor and the due and punctual performance and observance of all the Borrower (which transactions covenants and conditions of this Agreement, including as Guarantor, to be performed or observed by Parent or the Borrower, as applicable, shall be subject expressly assumed, pursuant to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 documentation in form and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing substance satisfactory to the Administrative Agent, to be bound and executed and delivered by the terms Person into which Parent or the Borrower, as applicable, shall have been consolidated or merged; (v) immediately after such consolidation or merger the chief financial officer or chief accounting officer of this Agreement and assume Parent, or prior to the obligations hereunder Closing Date, any officer or director of Parent shall deliver to the Administrative Agent a certificate stating that as of the Borrower (time immediately after the effective date of such consolidation or merger the covenants of Parent or the Borrower, as applicable, contained in this Section 5.10 have been complied with and shall thereafter be deemed to be the Borrower for purposes successor Person is not in Default under the provisions of this Agreement; and (vi) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof immediately after such merger Parent or the District Borrower, as applicable, shall have delivered to the Administrative Agent an opinion of Columbia) or any other jurisdiction that is counsel reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change effect that the conditions set forth in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall this Section 5.10 have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereformet.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower The Company will (i) consolidatenot, amalgamate and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, unless or permit any other Person to merge into or consolidate with it; provided that, in each case subject to compliance with Section 6.16, (Ai) the company Company may merge with another Person, if (x) the Company is the entity surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (By) immediately after giving effect to such consolidation, amalgamation or merger, no Default or Event of Default shall have occurred and be continuing or continuing, (ii) sellany Subsidiary may merge, lease consolidate or otherwise transfer, directly amalgamate with or indirectly, all or substantially all of its assets to any other into another Person, unless if (Ax) such Subsidiary survives (or, in the applicable purchasercase of an amalgamation, lessee continues immediately following) such merger, consolidation or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent amalgamation and (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (By) immediately after giving effect to such transfermerger, consolidation or amalgamation, no Default or Event of Default shall have occurred and be continuing, (iii) Wholly-Owned Subsidiaries of the Company may merge with one another provided that if one of such Subsidiaries is a Designated Subsidiary Account Party and the other is not, then the Designated Subsidiary Account Party must be the surviving entity of such merger and (iv) a Subsidiary (other than a Designated Subsidiary Account Party) of the Company may merge or consolidate with any other Person if immediately after giving effect to such merger no Default or Event of Default shall have occurred and be continuing. In addition, the Company will not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (each, a “Disposition”), except (a) (1) such dispositions by the Company or any of its Subsidiaries of any of their respective properties or assets to the Company or any Wholly-Owned Subsidiary of the Company and (2) such dispositions by IPC or any of its Subsidiaries of any of their respective properties or assets to IPC or any of its other Subsidiaries, (b) subject to Section 5.05, the dissolution or winding up of any Subsidiary other than a Designated Subsidiary Account Party, (c) Dispositions of used, worn out, obsolete or surplus property of the Company or any Subsidiary in the ordinary course of business and the assignment, cancellation, abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and the Subsidiaries, taken as a whole; (d) licenses (as licensor) of intellectual property so long as such licenses do not materially interfere with the business of the Company or any of its Subsidiaries; (e) Dispositions of cash, cash equivalents and investment securities (including pursuant to any securities lending arrangements permitted by clause (u) of Section 6.03 and including in connection with the posting of collateral (or the realization thereof) under the Five-Year Secured Letter of Credit Facility, the Xxxxx’x XX Facility or the IPC Facilities), (f) releases, surrenders or waivers of contracts, torts or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (g) the granting or existence of Liens permitted under this Agreement; (h) leases or subleases of real property so long as such leases or subleases do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (i) Dividends permitted under Section 6.08, (j) ceding of insurance or reinsurance in the ordinary course of business, (k) other Dispositions of assets with a fair market value (as reasonably determined by the board of directors or senior management of the Company) which in the aggregate do not exceed 10% of the lesser of the book or fair market value of the property and assets of the Company determined on a consolidated basis as of the last day of the previous fiscal year of the Company; provided that immediately after giving effect (including pro forma effect) to any Disposition made pursuant to this clause (k), no Event of Default shall have occurred and be continuing and (Cl) except in the case Dispositions of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject investments made pursuant to the last sentence of this Section 5.76.16(g), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the Borrower The Company will (i) consolidatenot, amalgamate and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person, unless or permit any other Person to merge into or consolidate with it; provided that, in each case subject to compliance with Section 6.16, (Ai) the company Company may merge with another Person, if (x) the Company is the entity surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (By) immediately after giving effect to such consolidation, amalgamation or merger, no Default or Event of Default shall have occurred and be continuing or continuing, (ii) sellany Subsidiary may merge, lease consolidate or otherwise transfer, directly amalgamate with or indirectly, all or substantially all of its assets to any other into another Person, unless if (Ax) such Subsidiary survives (or, in the applicable purchasercase of an amalgamation, lessee continues immediately following) such merger, consolidation or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent amalgamation and (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (By) immediately after giving effect to such transfermerger, consolidation or amalgamation, no Default or Event of Default shall have occurred and be continuing, (iii) Wholly-Owned Subsidiaries of the Company may merge with one another provided that if one of the Subsidiaries is the Borrower, then the Borrower must be the surviving entity of such merger and (iv) a Subsidiary of the Company (other than the Borrower) may merge or consolidate with any other Person if immediately after giving effect to such merger no Default or Event of Default shall have occurred and be continuing. In addition, the Company will not, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (each, a “Disposition”), except (a) (1) such dispositions by the Company or any of its Subsidiaries of any of their respective properties or assets to the Company or any Wholly-Owned Subsidiary of the Company and (2) such dispositions by IPC or any of its Subsidiaries of any of their respective properties or assets to IPC or any of its other Subsidiaries, (b) subject to Section 5.05, the dissolution or winding up of any Subsidiary other than the Borrower, (c) Dispositions of used, worn out, obsolete or surplus property of the Company or any Subsidiary in the ordinary course of business and the assignment, cancellation, abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and the Subsidiaries, taken as a whole; (d) licenses (as licensor) of intellectual property so long as such licenses do not materially interfere with the business of the Company or any of its Subsidiaries; (e) Dispositions of cash, cash equivalents and investment securities (including pursuant to any securities lending arrangements permitted by clause (u) of Section 6.03 and including in connection with the posting of collateral (or the realization thereof) under the Five-Year Secured Letter of Credit Facility, the Three-Year Unsecured Letter of Credit Facility, the Xxxxx’x XX Facility or the IPC Facilities), (f) releases, surrenders or waivers of contracts, torts or other claims of any kind as a result of the settlement of any litigation or threatened litigation; (g) the granting or existence of Liens permitted under this Agreement; (h) leases or subleases of real property so long as such leases or subleases do not materially interfere with the business of the Company and its Subsidiaries, taken as a whole; (i) Dividends permitted under Section 6.08, (j) ceding of insurance or reinsurance in the ordinary course of business, (k) other Dispositions of assets with a fair market value (as reasonably determined by the board of directors or senior management of the Company) which in the aggregate do not exceed 10% of the lesser of the book or fair market value of the property and assets of the Company determined on a consolidated basis as of the last day of the previous fiscal year of the Company; provided that immediately after giving effect (including pro forma effect) to any Disposition made pursuant to this clause (k), no Event of Default shall have occurred and be continuing and (Cl) except in the case Dispositions of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject investments made pursuant to the last sentence of this Section 5.76.16(g), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the (a) The Borrower will shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) consolidate, amalgamate or merge with the corporation formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any other PersonState thereof or the District of Columbia and shall expressly assume, unless by an agreement supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Required Banks, the due and punctual payment of the Obligations and the performance of every covenant of this Agreement on the part of the Borrower to be performed or observed; (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (Bii) immediately after giving effect to such consolidation, amalgamation or mergertransaction, no Default shall have occurred happened and be continuing continuing; and (iii) the Borrower has delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transferor lease and supplemental agreement comply with this Section 5.7 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) Upon any consolidation by the Borrower with or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to merger by the Borrower into any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent corporation or any direct conveyance, transfer or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws lease of the applicable jurisdiction)properties and assets of the Borrower substantially as an entirety in accordance with this Section 5.7, (B) immediately after giving effect the successor corporation formed by such consolidation or into which the Borrower is merged or to which such transferconveyance, no Default transfer or lease is made shall have occurred succeed to, and be continuing substituted for, and (C) may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor corporation had been named as the Borrower herein, and thereafter, except in the case of any such transaction involving a lease, the sale predecessor corporation shall be relieved of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 obligations and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of covenants under this Agreement. (c) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the The Borrower shall have agreed, in writing in form and substance reasonably satisfactory not transfer any Principal Property to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making any one or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower more of its intention to make claims thereforSubsidiaries, whether now existing or hereafter acquired.

Consolidations, Mergers and Sales of Assets. Neither IR Trane Parent nor the Lead Borrower will (ia) consolidate, amalgamate or merge with or into any other Person, unless (Ai) the company surviving such consolidation, amalgamation or merger is either IR Trane Parent or any direct or indirect wholly-owned Subsidiary of IR Trane Parent and (Bii) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (iib) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (Ai) the applicable purchaser, lessee or transferee is either IR Trane Parent or any direct or indirect wholly-owned Subsidiary of IR Trane Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (Bii) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (Ciii) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Lead Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Lead Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Lead Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (ia) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (iib) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Lead Borrower (and shall thereafter be deemed to be the Lead Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the Grand Duchy of Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to the Grand Duchy of Luxembourg, the Netherlands or any such other jurisdiction, (Ai) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Lead Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Lead Borrower to such other jurisdiction, (Bii) neither the Borrower Administrative Agent nor the Administrative Agent Lead Borrower shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (Ciii) without limiting the applicability of Article VIII, the Lead Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1A) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2B) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Lead Borrower’s jurisdiction of organization changes which are notified to the Lead Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Lead Borrower of its intention to make claims therefor.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor the The Borrower will not (i) consolidate, amalgamate consolidate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing Person or (ii) sell, lease or otherwise transfer, directly or indirectly, transfer all or substantially all of its assets to any other Person, unless unless (A) the applicable purchaser, lessee Borrower or transferee a Subsidiary is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), surviving corporation; (B) immediately after giving effect to the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale or other transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of or which leases, all or substantially all of the assets of the Borrower (which transactions any such Person, the "Successor"), shall be subject to organized and existing under the last sentence laws of this Section 5.7)Luxembourg, such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agreeexpressly assume, in a writing satisfactory executed and delivered to the Administrative Agent, Agent for delivery to be bound by the terms of this Agreement and assume the obligations hereunder each of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of BermudaBanks, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is in form reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower due and punctual payment of the proposed merger, amalgamation, consolidation or transfer principal of and interest on the Promissory Notes and the resulting change in performance of the jurisdiction of organization other obligations under this Agreement and the Promissory Notes on the part of the Borrower to be performed or observed, as fully as if such other jurisdiction, (B) neither Successor were originally named as the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and this Agreement; (C) without limiting immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (D) the applicability Borrower has delivered to the Agent a certificate on behalf of Article VIIIthe Borrower signed by a Responsible Officer and an opinion of counsel (which counsel may be an employee of the Borrower), each stating that all conditions provided in this Section 5.07 relating to such transaction have been satisfied. The foregoing provisions of this Section 5.07 shall not restrict the merger or consolidation of any Subsidiary with and into the Borrower. Upon the satisfaction (or waiver in accordance with Section 9.05) of the conditions set forth in this Section 5.07, the Successor shall succeed, and may exercise every right and power of, the Borrower shall have agreed, in writing in form under this Agreement and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing Promissory Notes with the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) same effect as if the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, Successor had been originally named as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change herein and in the jurisdiction of organizationPromissory Notes, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to and the Borrower shall be relieved of its intention to make claims thereforobligations under this Agreement and the Promissory Notes.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor Subject to Section 3.09, the Borrower Bank will not consolidate with, merge into or sell or otherwise transfer (iby lease or otherwise) consolidateits property as an entirety or substantially as an entirety to any Person, amalgamate or merge with unless: (1) the entity formed by such consolidation or into which the Bank is merged or the Person that acquires by conveyance or transfer the properties and assets of the Bank substantially as an entirety shall be a solvent corporation organized and existing under the laws of the United States of America or one of the States thereof, shall be an "insured depository institution" as defined in 12 U.S.C. [Section] 1813(c)(2) (or under any other Personsimilar federal law hereinafter enacted) and shall expressly assume all of the Bank's obligations on the Debentures and under this Indenture, unless including, without limitation, the due and punctual payment of the principal of, premium, if any, and interest on all the Debentures and the performance and observance of every covenant and term of this Indenture to be performed or observed by the Bank; and (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B2) immediately after giving effect to such consolidationtransaction, amalgamation no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing. Upon and after the effectiveness of any such consolidation or merger, no Default shall have occurred or any conveyance, transfer or lease of the properties and assets of the Bank, as an entirety or substantially as an entirety in accordance with this Section, (i) such changes in phraseology and form (but not in substance) as may be continuing appropriate may be made in the Debentures thereafter to be issued by the successor corporation formed by such consolidation or into which the Bank is merged or to which such conveyance, transfer or lease is made; and (ii) sellsuch successor corporation shall succeed to, lease and be substituted for, and may exercise every right and power of, the Bank under this Indenture with the same effect as if such successor corporation had been named as the Bank herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Debentures. Nothing contained in this Indenture or in any of the Debentures shall prevent the Bank from merging another entity or entities into itself or acquiring by purchase or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws part of the applicable jurisdictionproperty of any entity (whether or not affiliated with the Bank), (B) provided that immediately after giving effect to such transfertransaction, no Default Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred happened and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence continuing. For purposes of this Section 5.7)6.10, such purchaser, lessee or transferee explicitly agrees if the Bank is a party to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation consolidation or consolidation (other acquisition and in the case of a transaction permitted by clause connection therewith, either (i) assumes certain outstanding Indebtedness of this Section 5.7another party to such merger, consolidation or other acquisition that is by its terms subordinated in right of payment to the Senior Indebtedness but which is senior in payment to the Debentures (whether at maturity or through the operation of sinking fund or redemption (regardless of whether mandatory or at the option of the Bank or the holders thereof) provisions) to be made prior to the Maturity Date or is the transferor (in the case of a transaction permitted by clause (ii) incurs or suffers or permits to exist the same, such assumption, incurrence, sufferance or prohibitance shall not violate Section 6.13, hereof, or constitute a default or Event of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims thereforDefault.

Consolidations, Mergers and Sales of Assets. Neither IR Parent nor Each of Newcourt and the Borrower covenants that it will not: (i) consolidate, amalgamate merge or merge consolidate with or into any other Person, corporation unless (Aa) either (I) Newcourt or the company surviving Borrower, as the case may be, shall be the continuing corporation; or (II) if the successor of such merger or consolidation is not Newcourt or the Borrower, as applicable, the successor Person shall, in the case of a merger or consolidation of Newcourt, be a corporation or other entity organized under the laws of Canada or any Province thereof and in the case of a merger or consolidation of the Borrower, be a corporation or other entity organized under the laws of the United States of America or any State thereof, which, in each case, is approved by the Required Banks and shall expressly assume the obligations of Newcourt or the Borrower, as the case may be, in respect of the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by Newcourt or the Borrower, as the case may be, and the due and punctual payment of the principal of and interest on all the Notes according to their tenor, by one or more agreements, reasonably satisfactory in form to the Required Banks, executed and delivered to the Agent by such successor Person; and (b) Newcourt or the Borrower or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, amalgamation be in default in the performance or merger is either IR Parent observance of any such covenants or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or conditions; or (ii) sell, lease sell or otherwise transfer, directly or indirectly, convey all or substantially all of its assets to any Person (other Personthan such a sale or conveyance to a Subsidiary of Newcourt or the Borrower or any successor thereto (such a sale or conveyance being called an "ASSET DROP-DOWN"), unless (Aa) either (I) the applicable purchaser, lessee Person which acquires by sale or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of conveyance all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee Newcourt or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were the Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agreeshall, in the case of a writing satisfactory to sale by Newcourt, be a corporation or other entity organized under the Administrative Agent, to be bound laws of Canada or any Province thereof and in the case of a sale by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter Borrower, be deemed to be the Borrower for purposes of this Agreement) and (y) be a corporation or other entity organized and exist under the law laws of Bermuda, Ireland, Luxembourg, the Netherlands, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided thatthereof, with respect to Luxembourg, the Netherlands or any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, is approved by reason the Required Banks and shall expressly assume the obligations of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs Newcourt or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to , as the Borrower at least 10 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organizationcase may be, no such compensation may be claimed in respect of any Loan the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by Newcourt or the Borrower, as the case may be, and the due and punctual payment of the principal of and interest on all the Notes according to their tenor, by one or more agreements, reasonably satisfactory in form to the Required Banks, executed and delivered to the Agent by such successor Person; or (II) contemporaneously with the completion of such sale or conveyance, all Loans are repaid in full (together with all interest and other extension of credit hereunder for any period prior amounts accrued thereon to the date 60 days before of payment) and the Commitments are terminated or reduced to an aggregate amount which is not more than the amount of cash deposited with the Agent and held as cash collateral pursuant to arrangements satisfactory to the Agent for the benefit of the Banks; and (b) such successor entity shall not, immediately after such sale or conveyance, be in default in the performance or observance of any such covenants or conditions. In the event of any Asset Drop-Down after the date of notice this Agreement, any subsequent sale or conveyance of assets by a Subsidiary to which assets were transferred in such Bank Asset Drop-Down (a "DROP-DOWN SUBSIDIARY") will be deemed to be a sale or conveyance of assets by Newcourt or the Borrower, as the case may be, for purposes of this Section 5.08. This Section 5.08 shall not prohibit either Newcourt or the Borrower from effecting securitization transactions in the ordinary course of its intention to make claims therefor.business in a manner not otherwise prohibited by this Agreement