Common use of Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.04 hereof, no Guarantor Guarantor, if any, may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; (2) subject to Section 9.0510.04 hereof, the resulting, surviving or transferee Person formed by will be an entity organized and existing under the laws of the United States, any state of the United States or surviving the District of Columbia and such Person (if not such Guarantor) will expressly assume all of the obligations of such Guarantor under its Guarantee; and (3) the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental agreements (if applicable) comply with this Indenture; provided, however, that the foregoing will not apply to any such consolidation or merger (with or into, or conveyance, transfer or lease to, any Person if the resulting, surviving or transferee Person will not be a Subsidiary of the Company and the other than a Guarantor or the Company) unconditionally assumes all the obligations terms of this Indenture and Securities of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereofSeries are complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes Securities of such Series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes Securities of such Series issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing Nothing contained in this Indenture or in any of the Notes shall Securities of such Series will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except Subject to Article 5 and except as otherwise may be provided in a supplemental indenture pursuant to Section 9.052.02 in respect of the release of Guarantors in connection with a sale of assets permitted by such supplemental indenture or otherwise, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether Person, other than the Issuer or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default exists; and (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture and its Securities Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereofindenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Securities Guarantee endorsed upon the Notes Securities of any series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Securities Guarantees to be endorsed upon all of the Notes Securities of that series issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Securities Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Securities Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Securities Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5Article 5 or as otherwise may be provided in a supplemental indenture pursuant to Section 2.02, and notwithstanding clauses (a) and (b) abovethis Section 10.04, nothing contained in this Indenture or in any of the Notes shall Securities of any series will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another GuarantorGuarantor of that series, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another GuarantorGuarantor of that series.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Subsidiary Guarantee and this Supplemental Indenture on the terms set forth herein pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses clause (a) and (b2) above, nothing contained in this Supplemental Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (into, whether or not such Guarantor is the Surviving surviving Person) , another Person whether other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (merger, if other than a the Guarantor or the Company) unconditionally , assumes all the obligations of such Guarantor, Guarantor under this Supplemental Indenture and its Guarantee pursuant to a supplemental indenture in the form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinof Exhibit B hereto; andor (b2) such sale or other disposition does not violate the Guarantor complies with the requirements applicable provisions of Article 5 hereofthis Supplemental Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in the form and substance of Exhibit B to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteehereunder. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5Article 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Supplemental Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Upon any such consolidation or merger of any Guarantor with or into another Guarantor or with or into the Company, the Guarantee of the Guarantor that does not survive will no longer be of any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (into, whether or not such Guarantor is the Surviving surviving Person) , another Person whether other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (merger, if other than a the Guarantor or the Company) unconditionally , assumes all the obligations of such Guarantor, Guarantor under this Supplemental Indenture and its Guarantee pursuant to a supplemental indenture in the form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinof Exhibit C hereto; andor (b2) such sale or other disposition does not violate the Guarantor complies with the requirements applicable provisions of Article 5 hereofthis Supplemental Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in the form and substance of Exhibit C to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trusteehereunder. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Supplemental Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5Article 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Supplemental Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Upon any such consolidation or merger of any Guarantor with or into another Guarantor or with or into the Company, the Guarantee of the Guarantor that does not survive will no longer be of any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 9.058.05, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under the Indenture and its Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b2) the Net Cash Proceeds of any such sale or other disposition of a Guarantor complies are applied in accordance with the requirements provisions of Article 5 Section 4.07 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this the Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Article 4 and 5Article 5 of the Base Indenture (as modified by Article 4 hereof and Section 5.01 hereof, respectively), and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists; and (b) either: (1) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b2) the Guarantor complies with the requirements such transaction or series of Article 5 transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (ab)(1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) fully and unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Guarantee, this Indenture on the terms set forth herein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses clause (a) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists; and (b) either: (1) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b2) the Guarantor complies with the requirements such transaction or series of Article 5 transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause All the Note Guarantees relating to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall Trustee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (ab)(1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether other than the Issuer or not affiliated with such Guarantor a Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05, such transactions no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture indenture; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in form and substance satisfactory to accordance with the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (b3) the Guarantor Issuers deliver, or cause to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case Upon any transaction or series of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, transactions that are of the Guarantee endorsed upon type described in, and are effected in accordance with, conditions described in the Notes and immediately preceding paragraph, the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Surviving Entity shall succeed to to, and be substituted for for, and may exercise every right and power of, the Guarantor Guarantors under this Indenture with the same effect as if it such Surviving Entity had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or Guarantor herein, as applicable; and when a Surviving Entity duly assumes all of the Guarantees to be endorsed upon all obligations and covenants of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered Guarantors pursuant to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as and the Guarantees theretofore and thereafter issued Note Guarantees, except in accordance with the terms case of this Indenture as though a lease, the predecessor Person shall be relieved of all of such Guarantees had been issued at the date of the execution hereofobligations. Except as set forth in Articles 4 IV and 5, and notwithstanding clauses (a) and (b) aboveV hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no a Guarantor may not transfer, sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than any New Parent, the Parent, the Company or not affiliated with such Guarantor another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such transfer, sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Collateral Agreements pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinindenture; andor (b) the Guarantor complies Net Proceeds of such transfer, sale or other disposition are applied in accordance with the requirements applicable provisions of this Indenture; provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, or the consolidation or merger into another person, of any New Parent, the Parent or the Company will be governed by Article 5 hereof and may be subject to Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into any Issuer, any New Parent, the Company Parent or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to any Issuer, any New Parent, the Company Parent or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether Person, other than the Issuers or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in the form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereofExhibit F attached hereto. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to in the Trustee and satisfactory in form and substance to the Trusteeof Exhibit F attached hereto, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) abovethis Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than either of the Issuers or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance other appropriate documents satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on the terms set forth herein Net Proceeds of such sale or therein; andother disposition are applied in accordance with Section 4.10 hereof. (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance of or involving a Guarantor under this Section 11.04 hereof, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor. (d) Notwithstanding the foregoing, each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 9.0510.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Issuer or not affiliated with such Guarantor another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) subject to Section 9.0510.07 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under ; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; andincluding without limitation, Section 4.10 hereof. (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (aa)(ii)(A) and (bB) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no a Guarantor may not transfer, sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than a New Parent, the Company or not affiliated with such Guarantor another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such transfer, sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Collateral Agreements pursuant to a supplemental indenture in form and substance satisfactory an amendment to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinRegistration Rights Agreement; andor (b) the Guarantor complies Net Proceeds of such transfer, sale or other disposition are applied in accordance with the requirements applicable provisions of this Indenture; provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, or the consolidation or merger into another person, of a New Parent will be governed by Article 5 hereof and may be subject to Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company any Issuer, any New Parent or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company any Issuer, any New Parent or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no (a) No Guarantor may may (1) consolidate with or merge with or into any Person, or (whether 2) sell, convey, transfer, lease or not such Guarantor is dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Surviving Person) another Person whether or not affiliated with such Guarantor Guarantor, unless: (aA) subject to Section 9.05, the other Person formed by is the Company or surviving any such consolidation or merger (if other than Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the Companytransaction; or (B) unconditionally (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of such Guarantor, pursuant to a supplemental indenture in form the Guarantor under its Guarantee of the Notes and substance satisfactory the Security Documents; and (2) immediately after giving effect to the Trusteetransaction, under no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) fully and unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Guarantee, this Indenture, the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses clause (a) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Indenture and any Subsidiary Guarantee on the terms set forth herein or thereinherein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transaction or series of transactions, no Default or Event of Default exists; and (b) either: (i) the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinindenture; andor (bii) the Guarantor complies with the requirements such transaction or series of Article 5 transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause All the Note Guarantees relating to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall Trustee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except Subject to Article 5 hereof and except as otherwise provided in Section 9.0511.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, pursuant to a supplemental indenture in form this Indenture and substance satisfactory to the Trustee, under this Indenture, the Guarantee Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture (or supplements or joinders to the Security Documents) in form and substance reasonably satisfactory to the Trustee, and makes such filings and delivers such documents as shall be necessary to perfect or continue the perfection of the Lien on the Collateral pledged by or transferred to such Person; andor (bB) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 56 hereof, and notwithstanding clauses (a2(A) and (bB) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0513.05, no a Guarantor may not, directly or indirectly, (1) consolidate with or merge with or into into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to (whether or not such Guarantor is the Surviving surviving Person) ), any other Person, other than the Company or another Person whether or not affiliated with such Guarantor Guarantor, unless: (a) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default has occurred and is continuing or would be caused thereby; and (b) either: (i) the Person acquiring the property in any such Disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) is an entity organized under the laws of the United States and otherwise reasonably acceptable to the Trustee and expressly assumes, by executing and delivering a Guarantor or supplemental indenture to the Company) unconditionally assumes Trustee and the Collateral Trustee that is satisfactory in form to the Trustee in accordance with Article 10 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Trustee, all of the obligations of such Guarantorthat Guarantor under its Guarantee, pursuant to a supplemental indenture in form this Indenture and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinall appropriate Note Security Documents; andor (bii) the Guarantor complies with the requirements of Article 5 hereofsuch transaction is permitted by Section 4.08 and Section 4.10. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Articles 4 and 5Article 4, and notwithstanding clauses (aSection 13.04(a), Section 13.04(b)(i) and (bSection 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance Disposition of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Whitebox Relative Value Partners, LP v. Transocean Ltd., No. 20 Civ. 7143 (GBD), 2020 BL 490673 (S.D.N.Y. Dec. 16, 2020) notwithstanding, the Parties agree this Section 13.04 is not boilerplate.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0511.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form and substance satisfactory to the TrusteeTrustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements. provided, under this Indenturehowever, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 hereofand Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonPerson and assumption of such obligations pursuant to this Section 11.04, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause Guarantor and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to be signed any or all pay the principal of the Guarantees to be endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorits other obligations hereunder.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Each Guarantor agrees that such Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) subject to Section 9.059.04 hereof, the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee. Subject to Section 9.04, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of if there shall occur any such consolidationsale, mergerdisposition, sale consolidation or conveyance and merger with respect to a Guarantor, then, upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this the Indenture to be performed by the such Guarantor, such successor Person shall succeed to and be substituted for the such Guarantor with the same effect as if it such successor Person had been named herein in the Indenture as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees Each Subsidiary Guarantee so issued shall in all respects have the same legal rank and benefit under this the Indenture and the Notes as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth provided in Articles 4 and 5Article V, and notwithstanding clauses (a) and (b) above, nothing contained in this the Indenture or in any of the Notes shall prevent any sale or other disposition of all or substantially all of the assets of a Guarantor to the Company or another Guarantor or prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05that transaction, no Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement (if such Subsidiary Guarantor, ’s registration obligations have not been completed) pursuant to a supplemental indenture in form and substance satisfactory completes all other required documentation; or (ii) such transaction does not violate the provisions of Section 4.10 of this Indenture and the Net Proceeds, if any, of such sale, disposition, consolidation or merger to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies extent required are applied in accordance with the requirements provisions of Article 5 hereof. the third paragraph of Section 4.10 of this Indenture (for the avoidance of doubt, such Subsidiary Guarantee will be released upon such sale, disposition, consolidation or merger, which may be prior to the application of the Net Proceeds as contemplated by Section 4.10); In case of any such consolidation, merger, sale or conveyance and upon the assumption assumption, if applicable, by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes Trustee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Issuer or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such GuarantorGuarantor under this Indenture and its Subsidiary Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under ; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, Indenture and the Note Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 9.058.08, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Borrower or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Agreement and its Guarantee pursuant to a supplemental indenture in form and substance supplement satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinAdministrative Agent; andor (bii) the Net Cash Proceeds of any such sale or other disposition of a Guarantor complies are applied in accordance with the requirements provisions of Article 5 Section 2.05(d)(iii) hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureagreement, executed and delivered to the Trustee Administrative Agent and reasonably satisfactory in form and substance to the TrusteeAdministrative Agent, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5Section 5.02(i) hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes Agreement shall prevent any consolidation or merger of a Guarantor with or into the Company Borrower or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Borrower or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the Surviving surviving or continuing Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving or continuing from any such consolidation consolidation, merger or merger amalgamation either (if other than i) continues to be a Guarantor or the Company(ii) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, this Indenture and applicable Collateral Documents pursuant to a supplemental indenture and an amendment, supplement or other instrument in form and substance respect of such Collateral Documents, in each case, satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of this Indenture. provided, that the transfer, sale or other disposition of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will be governed by Article 5 hereofand are subject to Section 4.17. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Documents to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2)(a) and (b) aboveof this Section 11.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether other than the Issuer or not affiliated with such Guarantor a Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05, that transaction no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, Guarantor under this Indenture pursuant to a supplemental indenture indenture; or (B) the transaction constitutes a sale or other disposition of the Guarantor in form and substance satisfactory to accordance with the Trustee, under provisions of Section 4.10 hereof or the sale or disposition of all or substantially all of the assets of the Guarantor is otherwise permitted by this Indenture, the Guarantee on the terms set forth herein or therein; and (b3) the Guarantor Issuer delivers, or cause to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case Upon any transaction or series of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, transactions that are of the Guarantee endorsed upon type described in, and are effected in accordance with, conditions described in the Notes and immediately preceding paragraph, the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person surviving entity shall succeed to to, and be substituted for for, and may exercise every right and power of, the Guarantor Guarantors under this Indenture with the same effect as if it such surviving entity had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or Guarantor herein, as applicable; and when a surviving entity duly assumes all of the Guarantees obligations and covenants of one or more Guarantors pursuant to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as and the Guarantees theretofore and thereafter issued Note Guarantees, except in accordance with the terms case of this Indenture as though a lease, the predecessor Person shall be relieved of all of such Guarantees had been issued at the date of the execution hereofobligations. Except as set forth in Articles 4 IV and 5, and notwithstanding clauses (a) and (b) aboveV hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 9.054.15) will not, no and the Company will not cause or permit any Guarantor may to, consolidate with or merge with or into (whether or not sell, assign, transfer, lease or convey or otherwise dispose of all or substantially all of such Guarantor is Guarantor’s assets to any Person, other than the Surviving Person) another Person whether Company or not affiliated with such Guarantor any other Guarantor, unless: (a1) subject to Section 9.05, the Person entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Guarantor corporation organized and existing under the laws of the United States or any State thereof or the CompanyDistrict of Columbia; (2) unconditionally such entity assumes by (i) supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such Guarantorthe Guarantor under the Guarantee and the performance of every covenant of the Guarantee, pursuant to a supplemental indenture this Indenture and the Registration Rights Agreement and (ii) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee, under this Indenture, Trustee and the Guarantee on the terms set forth herein or therein; and (bCollateral Agent) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory the Collateral Agent, all obligations of the Guarantor under the Intercreditor Agreement and the Collateral Agreements and in form connection therewith shall cause such instruments to be filed and substance recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the Trusteesurviving entity; and (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the Guarantee endorsed upon the Notes and the due and punctual performance foregoing, any merger or consolidation or sale of all or substantially all of the covenants property and conditions assets of this Indenture to be performed by (i) a Guarantor with and into the Guarantor, such successor Person shall succeed to and be substituted Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor with an Affiliate organized solely for the purpose of reincorporating such Guarantor in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor need only comply with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all (A) clause (4) of the Guarantees to be endorsed upon all first paragraph of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) Section 5.01 and (bB) in the case of a merger or consolidation involving the Guarantor as described in clause (ii) above, nothing contained in this Indenture or in any clause (2) of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorimmediately preceding paragraph.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance of or involving a Guarantor under Section 5.01 hereof, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Security Documents pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee appropriate Security Documents on the terms set forth herein or therein; and (bB) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, Person (by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, ) of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(A) and (b2(B) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 9.054.16) will not, no and the Company will not cause or permit any Guarantor may to, consolidate with or merge with or into (whether any Person other than the Company or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such any other Guarantor unless: (a1) subject to Section 9.05, the Person entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a Guarantor corporation organized and existing under the laws of the United States or any State thereof or the CompanyDistrict of Columbia; (2) unconditionally such entity assumes by (i) supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such Guarantorthe Guarantor under the Guarantee and the performance of every covenant of the Guarantee and this Indenture (ii) amendment, pursuant to a supplemental indenture supplement or other instrument (in form and substance satisfactory to the Trustee, under this Indenture, Trustee and the Guarantee on the terms set forth herein or therein; and (bCollateral Agent) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in form connection therewith shall cause such instruments to be filed and substance recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the Trusteesurviving entity; and (3) immediately after giving effect to such transaction, no Default or Event of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person Default shall succeed to have occurred and be substituted continuing. Notwithstanding the foregoing, any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to in another jurisdiction in the Trustee. All United States or any state thereof or the Guarantees so issued shall in all respects have District of Columbia need only comply with (A) clause (4) the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms first paragraph of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) Section 5.01 and (bB)(x) in the case of a merger or consolidation involving the Company as described in clause (ii) above, nothing contained in this Indenture or in any clause (1)(b)(y) of the Notes shall prevent any consolidation or merger first paragraph of Section 5.01 and (y) in the case of a merger or consolidation involving the Guarantor with or into the Company or another Guarantoras described in clause (ii), or shall prevent any sale or conveyance clause (2) of the property first paragraph of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorthis Section 10.04.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0511.05 (“Releases”) hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, the Note Guarantees and the other Obligations under this Indenture and the Collateral Agreements, as applicable, pursuant to a supplemental indenture or an amendment thereto, as applicable, in each case reasonably satisfactory in form and substance satisfactory to the TrusteeTrustee and the Noteholder Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Collateral Agreements, under this Indentureprovided, however, that the transfer, sale or other disposition, directly or indirectly, of all or substantially all of the assets of, directly or indirectly, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Company and its Restricted Subsidiaries, taken as a whole will be governed by Article 5 hereofand Section 4.18 (“Asset Sales”) and may be subject to Section 4.17 (“Offer to Repurchase Upon Change of Control”). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed Person and delivered assumption of such obligations pursuant to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the GuarantorSection 11.04, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause Guarantor and, except in the case of a lease, the predecessor Guarantor shall be relieved from the obligation to be signed any or all pay the principal of the Guarantees to be endorsed upon all of and interest on the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorits other obligations hereunder.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a the Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, this Indenture and the Collateral Trust Agreement, pursuant to a supplemental indenture and appropriate Security Documents in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding Notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Collateral Documents, the Intercreditor Agreement and the Note Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor Person, unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (b3) the Guarantor Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and and, if applicable, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.055.01 hereof and this Section 11.05, no Guarantor may consolidate with or merge with or into (another Person, whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor , unless: (1) either (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (merger, if other than a Guarantor the Company or the Company) Guarantor, unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture and its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein ; or therein(b) such consolidation or merger complies with Section 4.10 hereof; and (b2) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes Trustee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another GuarantorPerson, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another GuarantorPerson.

Guarantors May Consolidate, etc., on Certain Terms. Except (a) A Subsidiary Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and this Indenture as otherwise provided in Section 9.05described under this Article 10) will not, no Guarantor may directly or indirectly: (1) consolidate with or merge with or into another Person (whether or not such Subsidiary Guarantor is the Surviving surviving Person), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor and its Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person whether or not affiliated with such Guarantor Person, unless: (a1) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default is continuing; (2) either: (A) the person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Subsidiary Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture indenture; or (B) the Net Proceeds of such sale or other disposition are applied in form and substance satisfactory to accordance with the Trustee, under applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; and (b3) the Guarantor complies Company delivers to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger or transfer and, in the case in which a supplemental indenture hereinafter referred to is entered into, such supplemental indenture, comply with this covenant and that all conditions precedent provided for in this Indenture and the requirements of Article 5 hereofother Security Documents relating to such transaction have been complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonPerson (if other than the Guarantor), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation either (if other than i) continues to be a Guarantor or the Company(ii) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, this Indenture and applicable Collateral Agreements pursuant to a supplemental indenture and an amendment, supplement or other instrument in form and substance respect of such Collateral Agreements, in each case, satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinTrustees; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of this Indenture. provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, directly or indirectly, the Guarantors as a whole will be governed by Article 5 hereofand may be subject to Section 4.17. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee Trustees and satisfactory in form and substance to the TrusteeTrustees, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Collateral Agreements to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) aboveof this Section 11.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 9.0511.09 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Issuers or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than is an Issuer or a Guarantor Restricted Subsidiary of an Issuer or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture and its Note Guarantee, the Intercreditor Agreement and the other Security Documents (and, if applicable, the Registration Rights Agreement) pursuant to a supplemental indenture in form and substance other documentation, each satisfactory to the Trustee; or (B) the Issuers deliver to the Trustee an Officers’ Certificate to the effect that the Net Proceeds of such sale or other disposition will be applied, under this Indentureand the Issuers cause such Net Proceeds to be applied, the Guarantee on the terms set forth herein or therein; andin accordance with Section 4.10 hereof. (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (aa)(2)(A) and (ba)(2)(B) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another GuarantorXxxxxxxxx. (x) In the event of any such transaction described in this Section 11.08, such Guarantor shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such transaction is in compliance with this Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05Person, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor the Company or the Company) unconditionally assumes all the obligations of such another Guarantor, pursuant unless immediately after giving effect to a supplemental indenture in form and substance satisfactory to the Trusteesuch transaction, under this Indenture, the Guarantee on the terms set forth herein no Default or therein; and (b) the Guarantor complies with the requirements Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause Guarantor and shall, pursuant to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered supplements to the TrusteeCollateral Documents, take such action as may be required to assume the obligations of such Guarantor thereunder, and shall comply with Section 4.15. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued evidenced in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) abovethe first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether other than Classic or not affiliated with such another Guarantor unless: (a) subject to Section 9.05, either (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, Trustee or (2) the Guarantee on the terms set forth herein Net Proceeds of such sale or thereinother disposition are applied in accordance with Section 4.10 hereof; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person), another Person, other than the Company or another Guarantor, unless: (1) another Person whether immediately after giving effect to that transaction, no Default or not affiliated with such Guarantor unlessEvent of Default exists; and (2) either: (a) subject to Section 9.05, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee, all appropriate Security Documents and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, Trustee and the Guarantee on the terms set forth herein or thereinCollateral Agent; andor (b) the Guarantor complies with the requirements of Article 5 hereofsuch transaction is permitted by Section 4.12. In case of any such consolidation, amalgamation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Articles Article 4 and Article 5, and notwithstanding clauses (a1) and (2)(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than Xxxxx Energy Partners or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (2) either: (A) the Person formed by or surviving any such consolidation or merger (if other than is a Guarantor Guarantor, or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (bB) the Guarantor complies with the requirements of Article 5 such merger does not violate Section 4.10 and Section 5.01 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Unless it is released from its Note Guarantee pursuant to Section 9.058.04 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Issuer or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture or accession agreement in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5Article 5 hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, Indenture and the Note Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0513.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (ai) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) subject to Section 9.0513.05, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, this Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses clause (a) and (bii) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall will not have been signed by the Company Issuer and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another any Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another any Guarantor. Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee and the Security Agent will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving PersonEntity) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (b3) the Guarantor Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (b3) the Guarantor Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transaction or series of transactions, no Default or Event of Default exists; (b) either: (i) the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinindenture; andor (bii) the Guarantor complies with the requirements such transaction or series of Article 5 transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause All the Note Guarantees relating to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall Trustee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than becomes a Guarantor or under this Indenture and the Company) unconditionally assumes all the obligations of such Guarantor, Security Documents pursuant to a supplemental indenture in form and substance appropriate Security Documents satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into into, or consummate a Division as the Dividing Person with (whether or not such Guarantor is the Surviving Personsurviving Person or Division Successor, as applicable) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.05, such Guarantor is the surviving Person in such merger or consolidation or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally Division Successor in the case of a Division assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, that Guarantor under this Indenture, the Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture; andor (b) such sale or other disposition or Division is permitted under this Indenture and the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10. The foregoing requirements of Article 5 hereofthis paragraph shall not apply to (1) a reincorporation of a Guarantor if, in the good faith determination of the Board of Directors of the Guarantor, whose determination shall be evidenced by a board resolution delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of such Guarantor and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations, (2) a consolidation or merger with or into or winding up into or transfer of all or part of a Guarantor’s properties and assets to the Company or any Guarantor, (3) conversion into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, or (4) a liquidation or dissolution of such Guarantor if the Company determines in good faith that such action is in the best interests of the Company and is not materially disadvantageous to the Holders, in each case, without regard to the requirements set forth in the preceding paragraph. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Issuers or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (1) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company“Successor Guarantor”) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantees, this Indenture and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under ; or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes Note Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall Successor Guarantor will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (ab(1) and (bb(2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person), another corporation, Person or entity (other than the Company or another Guarantor) another Person whether or not affiliated with such Guarantor unless: (a) subject to the provisions of Section 9.0514.4 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, Guarantor under the Notes and this Agreement pursuant to a supplemental indenture in form and substance satisfactory Supplemental Agreement; (b) immediately after giving effect to the Trusteesuch transaction, under this Indenture, the Guarantee on the terms set forth herein no Default or thereinEvent of Default exists; and (bc) immediately after giving effect to such transaction, the Company would be permitted to incur at least $1.00 of additional Indebtedness, other than Permitted Indebtedness, under Section 8.4. Notwithstanding the foregoing, no Guarantor complies shall be permitted to consolidate with or merge with or into (whether or not such Guarantor is the requirements of Article 5 hereofsurviving Person), another Person (other than the Company or any Guarantor) pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 8.10. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Personentity, by supplemental indenture, Supplemental Agreement executed and delivered to the Trustee and satisfactory in form and substance to the TrusteeHolders, of the Subsidiary Guarantee and the execution of the Notation of Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture Agreement to be performed by the Guarantor, such successor Person entity shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person entity thereupon may cause to be signed any or all of the Guarantees Notations of Subsidiary Guarantee to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeCompany. All the Subsidiary Guarantees so issued given shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing Nothing contained in this Indenture Agreement or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of any of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyIssuers) unconditionally assumes all the obligations of such GuarantorGuarantor under the Notes, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Collateral Documents and the Note Guarantee on the terms set forth herein or therein, pursuant to a Supplemental Indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the Trustee; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, Person by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into either of the Company Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to either of the Company Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided (a) Nothing contained in Section 9.05, no this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor may consolidate with or merge with or into (whether the Company or not another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor is shall no longer have any force or effect. (b) Except as set forth in Article Five and Article Six hereof, nothing contained in this Indenture or in any of the Surviving Person) Securities shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Company or another Person Guarantor (whether or not affiliated with such Guarantor unless: (a) the Guarantor); PROVIDED, HOWEVER, that, subject to Section 9.05Sections 11.4 and 11.6(a), (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such transaction and be continuing, and (ii) upon any such consolidation, merger, sale or conveyance, the Person formed Guarantee set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a shall be expressly assumed (in the event that the Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form and substance satisfactory to the Trustee, under this Indentureexecuted and delivered to the Trustee, by the Guarantee on the terms set forth herein corporation formed by such consolidation, or therein; and (b) into which the Guarantor complies with shall have merged, or by the requirements of Article 5 hereofcorporation that shall have acquired such property. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, Trustee of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such ; PROVIDED, HOWEVER, that solely for purposes of computing amounts described in subclause (c) of Section 5.3(a), any such successor Person thereupon may cause corporation shall only be deemed to have succeeded to and be signed substituted for any or all of the Guarantees Guarantor with respect to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered periods subsequent to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all effective time of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5merger, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger transfer of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorassets.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, unless the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (merger, if other than a Guarantor or the Company) unconditionally such Guarantor, assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Subsidiary Guarantee and, if the Exchange Offer has not been consummated or Special Interest remains due and owing, under the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereofTrustee and completes all other required documentation. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.”

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0513.05, no a Guarantor may not, directly or indirectly, (1) consolidate with or merge with or into into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to (whether or not such Guarantor is the Surviving surviving Person) ), any other Person, other than the Company or another Person whether or not affiliated with such Guarantor Guarantor, unless: (a) subject to Section 9.05, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor the Company or another Guarantor) is an entity organized under the Company) unconditionally assumes all laws of the obligations of such GuarantorUnited States and otherwise reasonably acceptable to the Trustee and expressly assumes, pursuant to by executing and delivering a supplemental indenture to the Trustee that is satisfactory in form to the Trustee in accordance with Article X and substance any other agreements reasonably satisfactory to the Trustee, all of the obligations of that Guarantor under its Guarantee and this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault shall have occurred and be continuing under this Indenture. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) aboveArticle IV, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0512.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0512.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, pursuant its Guarantee to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (bB) the Guarantor such sale or other disposition complies with the requirements of Article 5 Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 9.0510.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (b3) the Guarantor Parent delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereof. this Indenture. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company any Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company any Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another corporation, Person or entity whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Subsidiary Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding Notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyIssuers) unconditionally assumes all the obligations of such GuarantorGuarantor under the Notes, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Collateral Documents and the Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture and supplemental Collateral Documents in form and substance reasonably satisfactory to the Trustee; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, Person by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into either of the Company Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to either of the Company Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Any Guarantor may consolidate with or merge with or into (whether any other Person, or not such Guarantor is the Surviving Person) another Person whether sell, lease or not affiliated with such Guarantor unlesstransfer all or substantially all of its assets if: (a1) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a into which such Guarantor is merged, or the CompanyPerson which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia; (2) unconditionally assumes either: (a) the Guarantor is the surviving corporation; or (b) the Person formed by such consolidation or into which such Guarantor is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the obligations property and assets of such Guarantor, pursuant agrees to a supplemental indenture in form pay the principal of, and substance satisfactory any premium and interest on, the Notes, perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee, under this Trustee a Supplemental Indenture, the Guarantee on the terms set forth herein or therein; and (b3) immediately after giving effect to such transaction and treating Indebtedness that becomes an obligation of such Guarantor or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by such Guarantor or such Restricted Subsidiaries at the Guarantor complies with the requirements time of Article 5 hereofsuch transaction, no Default or Event of Default shall have occurred and be continuing. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture any Guarantor may (a) consolidate or in any of the Notes shall prevent any consolidation or merger of a Guarantor merge with or into into, or sell, lease or transfer all or substantially all of its assets to, the Company or any of its Restricted Subsidiaries or (b) merge or consolidate with an affiliate incorporated solely for the purpose of reincorporating or reorganizing such Guarantor in another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorjurisdiction.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Indenture and any Subsidiary Guarantee on the terms set forth herein or thereinherein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 9.05Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may and another Guarantor or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor Guarantor, unless: , (ai) subject to the provisions of Section 9.0510.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, Guarantor pursuant to a supplemental indenture indenture, substantially in the form of Exhibit E hereto, under the Notes and substance satisfactory this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such Guarantor, or any Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction; and (iv) the Company, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Trustee, under this Indenture, the Guarantee on the terms Consolidated Interest Coverage Ratio test set forth herein or therein; andin the first paragraph of Section 4.09 hereof. (bc) In the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory substantially in the form and substance to the Trusteeof Exhibit E hereto, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor; provided, however, that, solely for purposes of computing Consolidated Net Income for purposes of clause (c) of the first paragraph of Section 4.07 hereof, the Consolidated Net Income of any Person other than the Company and its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger or consolidation. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such GuarantorGuarantor under this Indenture and its Subsidiary Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (bii) the Guarantor such sale or other disposition complies with the requirements of Article 5 hereofSection 4.10(a)(i), (ii) or (iii). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0512.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10; and (b3) Parent delivers, or causes to be delivered, to the Guarantor Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company any Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.06 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person (other than the Company or another Guarantor) whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0511.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, Indenture and the Note Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Four and 5Five hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, pursuant to a supplemental indenture in form this Indenture and substance satisfactory to the Trustee, under this Indenture, the Guarantee security documents on the terms set forth herein or therein, pursuant to a supplemental indenture, joinder or and appropriate security documents in form and substance reasonably satisfactory to the Trustee; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.05, (i) such Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, Guarantor under this Indenture (including its Guarantee) pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) such transaction at the Guarantor complies with the requirements date thereof does not violate Section 1015 of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees Guarantee notations to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company such Guarantor and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 9.0510.06(a), no a Guarantor (other than Parent) may not (1) consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person; or not affiliated with such Guarantor (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless: (a) subject to Section 9.05, such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia or any territory thereof (such Guarantor or such Person, including the CompanyPerson to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (2) unconditionally the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor, Guarantor under the Guarantee and this Indenture pursuant to a supplemental indenture in form and substance agreements reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b3) the Guarantor complies with the requirements immediately after such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered delivered, together with an Opinion of Counsel and an Officers’ Certificate to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Notwithstanding the foregoing, any Guarantor (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to CDW or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets. The predecessor company will be released from its obligations under this Indenture and the Guarantees and the Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, each such Guarantor this Indenture and each such Guarantee, but, in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under each such Guarantee. (b) Except as otherwise provided in this Section 10.06(b), Parent will not (1) consolidate or merge with or into another Person thereupon may cause to be signed any (whether or not Parent is the surviving corporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets; unless: (a) Parent is the Guarantees surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) or to be endorsed upon all which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a corporation or limited liability company organized or existing under the laws of the Notes issuable hereunder United States, any state of the United States or the District of Columbia or any territory thereof (Parent or such Person, including the Person to which theretofore shall not have such sale, assignment, transfer, conveyance, lease or other disposition has been signed made, as the case may be, being herein called the “Successor Parent Guarantor”); (2) the Successor Parent Guarantor (if other than Parent) assumes all the obligations of the Guarantor under the Guarantee and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and (3) immediately after such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Company successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Parent and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Parent, such successor Person shall succeed to and be substituted for the Parent with the same effect as if it had been named herein as a Parent. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 Notwithstanding the foregoing, Parent may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and 5assets to CDW or to another Guarantor. The predecessor company will be released from its obligations under this Indenture and the Guarantees and the Successor Parent Guarantor will succeed to, and notwithstanding clauses (a) be substituted for, and (b) abovemay exercise every right and power of, nothing contained in Parent under this Indenture or and any such Guarantee, but, in any of the Notes shall prevent any consolidation or merger case of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance lease of the property of a Guarantor as an entirety all or substantially as an entirety to all its assets, the Company or another Guarantorpredecessor company will not be released from its obligations under any such Guarantee.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether into, another Person, other than the Company or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor Guarantor, unless: (ai) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companyi) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee, the Security Documents (as applicable) and the First Lien Intercreditor Agreement pursuant to a supplemental indenture in form and substance satisfactory to the TrusteeTrustee and (ii) to the extent required by and subject to the limitations set forth in the Security Documents, under this Indentureagrees to cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Guarantee Liens on the terms Collateral owned by or transferred to such surviving Person, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth herein in the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or thereina similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; andor (B) such sale or other disposition complies with Section 4.10 hereof, including the application of the Net Proceeds therefrom. (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and governed by Section 10.04(a)(ii)(A), upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the a Guarantor, such successor Person shall succeed to and be substituted for the a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0511.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantorthat Guarantor under the Indenture Documents and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under ; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(A) and (bB) aboveof this Section 11.04, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person), another corporation, Person or entity (other than the Company or another Guarantor) another Person whether or not affiliated with such Guarantor unless: (a) subject to the provisions of Section 9.0512.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Companysuch Guarantor) unconditionally assumes all the obligations of such Guarantor, Guarantor under the Series A Notes and this Agreement pursuant to a supplemental indenture agreement, in the form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinof Exhibit C hereto; and (b) immediately after giving effect to such transaction, no Default or Event of Default exists. Notwithstanding the foregoing, no Guarantor complies shall be permitted to consolidate with or merge with or into (whether or not such Guarantor is the requirements of Article 5 surviving Person), another corporation, Person or entity pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 8.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Personcorporation, by supplemental indentureagreement, executed and delivered to the Trustee Series A Noteholders and satisfactory in form and substance to the TrusteeSeries A Noteholders, of the Subsidiary Guarantee endorsed upon the Series A Notes and the due and punctual performance of all of the covenants and conditions of this Indenture Agreement to be performed by the Guarantor, such successor Person corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Series A Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeCompany. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) aboveSection 8 hereof, nothing contained in this Indenture Agreement or in any of the Series A Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another GuarantorCompany, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another GuarantorCompany.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0512.6, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default shall have occurred and be continuing; and (2) either: (A) such Guarantor will be the surviving or continuing Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than a is another Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor under the Note Guarantee of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on Security Documents and the terms set forth herein or thereinRegistration Rights Agreement; and (b3) the Guarantor Issuer delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, assumption or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under its Note Guarantee, this Indenture, and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b) in the case of any Guarantor complies other than Xxxxxxx Companies or Parent, the Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 this Indenture, including without limitation, Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with another Guarantor, unless: (1) immediately after giving effect to such Guarantor unlesstransaction, no Default or Event of Default exists; and (2) either: (a) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, that Guarantor under this Indenture, the Indenture and its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture; andor (b) such sale or other disposition is permitted under this Indenture and the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. The foregoing requirements of Article 5 hereofthis paragraph shall not apply to a reincorporation of a Guarantor if, in the good faith determination of the Board of Directors of the Guarantor, whose determination shall be evidenced by a board resolution delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of such Guarantor and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a2(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default exists; and (2) either (A) (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “Successor Guarantor”), if other than a Guarantor or the Company) such Guarantor, unconditionally assumes all the obligations of such GuarantorGuarantor under its Note Guarantee, this Indenture and the Security Documents pursuant to a supplemental indenture in form to this Indenture and substance satisfactory appropriate amendments to the TrusteeSecurity Documents; (ii) the Successor Guarantor causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the applicable Security Documents on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements (or other filings) as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or other filings or registrations under the Uniform Commercial Code, filings or registrations under any other registries or the applicable law of any other relevant jurisdiction; (iii) the Collateral owned by or transferred to the Successor Guarantor shall: (1) continue to constitute Collateral under this IndentureIndenture and the applicable Security Documents, (2) be subject to Liens in favor of the Noteholder Collateral Agent for the benefit of the secured parties and (3) not be subject to any Lien other than Permitted Liens; and (iv) the property and assets of the Person which is merged or consolidated with or into the Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the applicable Security Documents, shall be treated as after-acquired property and the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Liens under the applicable Security Documents all in the manner and to the extent required in this Indenture and the Security Documents; or (B) the Net Proceeds, if any, of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture and the Security Documents, provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, directly or indirectly, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Guarantors as a whole shall also be governed by Article 5 and may be subject to Section 4.19 hereof. In case of any such consolidation, merger, sale or conveyance and and, if the Successor Person was not immediately prior to such transaction a Guarantor, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the predecessor Guarantor’s obligations under the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the predecessor Guarantor, such successor Person shall succeed to and be substituted for the predecessor Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the TrusteeTrustee (it being understood and agreed that such successor Person need not execute a notation of its Guarantee on Notes issued prior to the time that it became a Guarantor). All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a1) and (b2) aboveof this Section 11.04, nothing contained in this Indenture or in any of the Notes or the Security Documents shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 9.0511.05, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b2) the Net Cash Proceeds of any such sale or other disposition of a Guarantor complies are applied in accordance with the requirements provisions of Article 5 Section 4.11 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Article 4 and 5Article 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) ), another Person whether Person, other than a Company or not affiliated with such Guarantor another Subsidiary Guarantor, unless: (a) subject immediately after giving effect to Section 9.05such transaction, no Default or Event of Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under ; or (ii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Companies and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Companies or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Companies or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Personsurviving person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; (b) subject to the provisions of Section 9.0511.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, that Guarantor's Subsidiary Guarantee and the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereofRegistration Rights Agreement. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee Trustee, and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) ), another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (ai) subject immediately after giving effect to Section 9.05that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor the Guarantor) is organized or existing under the laws of the United States, any state thereof or the Company) unconditionally District of Columbia and assumes all the obligations of such Guarantorthat Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such sale or other disposition (including by merger, under this Indenture, the Guarantee on the terms set forth herein consolidation or therein; andotherwise) complies with Section 4.10 hereof. (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and governed by Section 10.04(a)(ii)(A), upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the a Guarantor, such successor Person shall succeed to and be substituted for the a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.5 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Personsurviving person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.5 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations Obligations of such Guarantor, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person shall succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company“Successor Guarantor”) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10 hereof; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor or the Successor Guarantor, as applicable, causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; and (C) the property and assets of the Person which is merged or consolidated with or into such Guarantor or the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture; and (4) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V hereof, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0512.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a1) subject immediately after giving effect to Section 9.05such transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, that Guarantor under this Indenture pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, ; or (B) the Guarantee on Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the terms set forth herein or thereinprovisions of Section 4.10; and (b3) Parent delivers, or causes to be delivered, to the Guarantor Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale, other disposition, consolidation or merger complies with the requirements of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5V, and notwithstanding clauses (a1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company any Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 9.0510.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form that Guarantor under its Note Guarantee and substance satisfactory to the Trustee, under this Indenture, the Guarantee Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee; andor (bB) the Guarantor complies with the requirements of Article 5 transaction is made without violating Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a2(A) and (bB) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements of Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether or not affiliated with such Guarantor unless: (a) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenturethe Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; and (b) the Guarantor complies with the requirements immediately after giving effect to such transaction, no Default or Event of Article 5 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0510.05 hereof, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor another Guarantor, unless: (a) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists; and (b) either: (1) subject to Section 9.0510.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the CompanyGuarantor) unconditionally assumes all the obligations of such Guarantor, that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or therein; andor (b2) the Guarantor complies with the requirements such transaction or series of Article 5 transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause All the Note Guarantees relating to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Guarantees so issued shall Trustee will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (ab)(1) and (b2) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0512.05, no a Guarantor may not, directly or indirectly, (1) consolidate with or merge with or into into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to (whether or not such Guarantor is the Surviving surviving Person), any other Person, other than the Company or another Guarantor, unless: (1) another Person whether immediately after giving effect to that transaction, no Default or not affiliated with such Guarantor unlessEvent of Default exists; and (2) either: (a) subject to Section 9.05, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) expressly assumes, by executing and delivering a Guarantor or supplemental indenture to the Company) unconditionally assumes Trustee that is satisfactory in form to the Trustee in accordance with Section 9.03 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of such Guarantorthat Guarantor under its Note Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee, under this Indenture, the Guarantee on the terms set forth herein or thereinIntercreditor Agreement and all appropriate Security Documents; andor (b) the Guarantor complies with the requirements of Article 5 hereofsuch transaction is permitted by Section 4.15. In case of any such consolidation, merger, sale sale, conveyance, transfer or conveyance lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person shall will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Note Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. All the Note Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereofexecution. Except as set forth in Articles Article 4 and Article 5, and notwithstanding clauses (a1) and (2)(a) and (b) above, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or shall will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 9.0511.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving surviving Person) another Person whether Person, other than the Company or not affiliated with such Guarantor unlessanother Guarantor, unless either: (a) subject to Section 9.0511.6 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantorthat Guarantor under the Notes, pursuant to a supplemental indenture in form this Indenture (including its Subsidiary Guarantee) and substance satisfactory to the Trustee, under this Indenture, the Guarantee Registration Rights Agreement on the terms set forth herein or thereintherein pursuant to a supplemental indenture in the form of Exhibit E attached hereto; andor (b) the Guarantor complies Net Proceeds of such sale or other disposition are applied in accordance with the requirements applicable provisions of Article 5 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indentureindenture in the form of Exhibit E attached hereto, executed and delivered to the Trustee and satisfactory in form and substance to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 55 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.. 84