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 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under the Notes and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof4.10. 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof5, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof, no Guarantor (other than the Company) may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company Company, the Issuers or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2b) either: (A1) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the “Successor Guarantor”) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantees, this Indenture (including 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; or (B2) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the applicable provisions of 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 PersonSuccessor Guarantor, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee 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 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. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (Ab(1) and (Bb(2) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Company, the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Company, the Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided (a) The Guaranteeing Subsidiary may not in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such a single transaction or series of related transactions, no Default consolidate or Event merge with or into any other person, or sell or transfer all or substantially all of Default exists; and its property and assets to any other person, other than the Company, unless (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (iia) the Person acquiring the properties or assets in any such sale or other disposition or the Person person formed by or surviving resulting from any such consolidation or merger merger, or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary, is or becomes a guarantor of the Notes on substantially the same terms as are provided for herein or shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Guaranteeing Subsidiary hereunder and under the Indenture and (if other than b) the Guaranteeing Subsidiary, such Guarantor) unconditionally assumes all person or such successor person, as the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any may be, shall not, immediately after such consolidation, merger, sale or conveyance transfer, be in default in the performance of any such covenant or condition. (b) Subject to the provisions of Section 2.04(a), nothing in this Supplemental Indenture or the Indenture shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary to any other person lawfully entitled to acquire the same; provided, however, that the Guaranteeing Subsidiary covenants and agrees, that any such consolidation, merger, sale, or transfer (other than with or to the Company or another guarantor) shall be upon the assumption condition that the due and punctual payment of the guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the successor PersonGuaranteeing Subsidiary shall, by an indenture supplemental indenturehereto, executed and delivered to the Trustee Trustee, be assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Guaranteeing Subsidiary is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 2.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory in form to the Trustee, of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor Guaranteeing Subsidiary with the same effect as if it had been named herein as the “Guaranteeing Subsidiary.” (c) In the event of any such sale or transfer (other than a Guarantor. Except as set forth transfer by way of lease), the Guaranteeing Subsidiary or any successor person which shall theretofore have become such in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained the manner described in this Section shall be discharged from all obligations and covenants under this Supplemental Indenture, the Indenture or in any and the Note Guarantee. (d) Subject to the provisions of Section 8.01 of the Notes will prevent Indenture, the Trustee shall receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any consolidation or merger of a Guarantor with or into the Company or another Guarantorsuch merger, or will prevent any consolidation, sale or conveyance any such supplemental indenture complies with the foregoing conditions and provisions of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorthis Section 2.04.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether unless such Guarantor is the surviving Person), ) another Person, other than the Company or another Guarantor, Person unless: (1a) immediately after giving effect subject to such transaction or series of related transactionsSection 13.05, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantora Guarantor or the Company) unconditionally assumes all of the obligations of such Guarantor under the Securities and this Indenture (including its Note Guarantee) Indenture, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, on the terms set forth herein or therein; orand (Bb) immediately after giving effect to such transaction transaction, no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault shall have occurred and be continuing. In case of any such consolidation, consolidation or 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 to the Trustee, of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a GuarantorGuarantor and such predecessor Guarantor shall be discharged from its obligations under the Securities and this Indenture. Except as set forth in Article 4 Articles Four and Article 5 hereofFive, and notwithstanding clauses (Aa) and (Bb) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will 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 10.05 hereof11.05, no the Company will not permit any Guarantor may sell to dissolve or liquidate nor consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving entity), convert into another form of entity, continue in another jurisdiction, or sell, assign, transfer, lease, convey or otherwise dispose ofof all or substantially all of its properties and assets, in one or more related transactions, all to any Person (other than to or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, ) unless: (1) the Person formed by or surviving such consolidation, merger, conversion or continuation (if other than the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or disposition is made (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized immediately prior to such transaction, or under the laws of the United States, any state of the United States or the District of Columbia; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture, the Security Documents and its Note Guarantee pursuant to a supplemental indenture, appropriate modifications (if necessary) to the Security Documents and Note Guarantee; (3) no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (24) either: (A) (i) such Guarantor is the surviving Person Company will have delivered to the Trustee a certificate from an Authorized Officer and an Opinion of Counsel, each stating that such consolidation or merger merger, conversion or (ii) the Person acquiring the properties continuation, or assets in any sale, assignment, transfer, lease, conveyance or disposition and such sale or other disposition or the Person formed by or surviving any such consolidation or merger (supplemental indenture, Security Documents and Note Guarantee, if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under any, comply with this Indenture (including its Note Guarantee) pursuant and the Security Documents and that all conditions precedent provided for in this Indenture and the Security Documents relating to a supplemental indenture satisfactory to the Trusteesuch transaction have been complied with; or (Bb) such the transaction or series of transactions does not violate the provisions of covenant described under Section 4.10 hereof4.12. In case of any such consolidation, consolidation or merger, sale conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 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 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 Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above5, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof, no A Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or not: (1) consolidate with or merge with or into another Person (regardless of whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in one or more related transactions, to another Person, other than the Company or another a Subsidiary Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2b) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii1) the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantee and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture indenture, in form reasonably satisfactory to the Trustee; or (B2) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof4.16. 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 to the Trustee, of the Note Guarantee of the 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 set forth in Section 10.05 Articles 4 and 5 hereof, no Guarantor may sell nothing contained in this Indenture or otherwise dispose of, in one or more related transactions, all or substantially all any of its properties or assets tothe Notes, or consolidate with Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merge merger of a Guarantor with or into the Company 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 to a Subsidiary Guarantor. (regardless b) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of whether such the Notes or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor is the surviving Person), another Person, with or into a Person or Persons other than the Company (whether or another not affiliated with the Guarantor), unless: or successive consolidations, amalgamations, arrangements or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a Person other than the Company (1whether or not affiliated with the Guarantor) immediately after giving effect authorized to acquire and operate the same; provided, however, that either, as a result of such transaction, such Guarantor will be released from its Note Guarantee pursuant to Section 10.05 or such transaction or series meets all of related transactions, no Default or Event of Default exists; and the following requirements: (2i) either: : (A) (ia) such Guarantor is the surviving or continuing Person; or (b) the Person of formed by or surviving or continuing any such consolidation consolidation, amalgamation, arrangement or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (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 such Guarantor) unconditionally ), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture (including its Note Guarantee) Indenture, as applicable, pursuant to a supplemental indenture reasonably satisfactory in form to the Trustee; or and (Biii) immediately after such transaction no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault exists. In case of any such consolidation, amalgamation, arrangement, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor corporation thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger 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. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor with or into which is a Subsidiary of the Company or another Guarantor, or in connection with a transaction as a result of which such Guarantor will prevent any sale or conveyance of the property of a Guarantor be released from its Note Guarantee as an entirety or substantially as an entirety to the Company or another Guarantorprovided in Section 10.05 hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation consolidation, amalgamation or merger 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 consolidation, amalgamation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of, of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Personmerger), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including and its Note Guarantee) Guarantee pursuant to a supplemental indenture in the form set forth in Exhibit H and satisfactory to the Trustee; or, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction No Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 a Guarantor along with execution and delivery of the GuarantorSecurity Agreement, Intercreditor Agreement and other applicable Security Documents, such successor Person will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will 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 10.05 hereofEach Guarantor shall not, no and the Company shall not permit any such Guarantor may sell to, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in one a single transaction or more series of related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, to any Person unless: (1) (except in the case of such Guarantor that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Guarantor in its entirety), if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition) the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and validly existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee; (2) except in the case of a merger of such Guarantor with or into the Company or another Restricted Subsidiary of the Company that is a Guarantor and except in the case of a merger entered into solely for the purpose of reincorporating such Guarantor in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (a)(1) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or series in respect of related transactionsthe transaction), no Default or Event of Default existsshall have occurred and be continuing; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii3) the Person acquiring Company shall have delivered to the properties or assets in any Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (and, if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in the Indenture relating to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereofhave been satisfied. 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 to the Trustee, of the Note Guarantee of 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Guarantees of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof10.3 in connection with any release and discharge of a Guarantor, no Guarantor may sell consolidate or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate combine with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), person) or sell or convey all or substantially all of its assets to another Person, other than the Company Person whether or another not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or unless the Person formed by or surviving any such consolidation consolidation, combination or merger or the transferee Person (in each case if other than such Guarantora Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, combination, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note such Security Guarantee 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 will shall become a Guarantor (and succeed to and be substituted for the Guarantor with predecessor to the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 extent of any release and Article 5 hereof, and notwithstanding clauses discharge of such predecessor pursuant to Section 10.3). (Ab) and Notwithstanding clause (Ba) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation consolidation, combination or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of all or substantially all of the property 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 (a) The Guaranteeing Subsidiary may not in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such a single transaction or series of related transactions, no Default consolidate or Event merge with or into any other person, or sell or transfer all or substantially all of Default exists; and its property and assets to any other person, other than the Company, unless (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (iia) the Person acquiring the properties or assets in any such sale or other disposition or the Person person formed by or surviving resulting from any such consolidation or merger merger, or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary, is or becomes a guarantor of the Notes on substantially the same terms as are provided for herein or shall assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by the Guaranteeing Subsidiary hereunder and under the Indenture and (if other than b) the Guaranteeing Subsidiary, such Guarantor) unconditionally assumes all person or such successor person, as the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any may be, shall not, immediately after such consolidation, merger, sale or conveyance transfer, be in default in the performance of any such covenant or condition. (b) Subject to the provisions of Section 2.04(a), nothing in this Supplemental Indenture or the Indenture shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into any other person, or any sale, or transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary to any other person lawfully entitled to acquire the same; provided, however, that the Guaranteeing Subsidiary covenants and agrees, that any such consolidation, merger, sale, or transfer (other than with or to the Company or another guarantor) shall be upon the assumption condition that the due and punctual payment of the guaranteed principal, premium, if any, and interest of all the Notes according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Supplemental Indenture and the Indenture to be kept or performed by the successor PersonGuaranteeing Subsidiary shall, by an indenture supplemental indenturehereto, executed and delivered to the Trustee Trustee, be assumed by the person formed by or resulting from any such consolidation or merger (provided that no such supplemental indenture shall be required if the Guaranteeing Subsidiary is the surviving person upon the consolidation or merger), or which shall have received the transfer of all or substantially all of the property and assets of the Guaranteeing Subsidiary. Every such successor person upon executing an indenture supplemental hereto, as provided in this Section 2.04(b), in either substantially the same form as this Supplemental Indenture or in another form reasonably satisfactory in form to the Trustee, of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor Guaranteeing Subsidiary with the same effect as if it had been named herein as the “Guaranteeing Subsidiary.” (c) In the event of any such sale or transfer (other than a Guarantor. Except as set forth transfer by way of lease), the Guaranteeing Subsidiary or any successor person which shall theretofore have become such in Article 4 the manner described in this Section shall be discharged from all obligations and Article 5 hereofcovenants under this Supplemental Indenture, the Indenture and the Note Guarantee. (d) In addition to the requirements of 12.01 of the Indenture, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any subject to 8.01 of the Notes will prevent Indenture, the Trustee shall receive an Opinion of Counsel (subject to customary exceptions and exclusions) as conclusive evidence that any consolidation or merger of a Guarantor with or into the Company or another Guarantorsuch merger, or will prevent any consolidation, sale or conveyance any such supplemental indenture complies with the foregoing conditions and provisions of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorthis Section 2.04.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in permitted under Section 10.05 hereof10.03, no Guarantor may sell or otherwise dispose of, in one or more related transactions, transfer 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 Person), another Person, other than the Company or another GuarantorGuarantor in a transaction to which subsection (b) applies, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) unless (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition transfer or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under this the Indenture (including its Note GuaranteeGuarantee of the Notes) pursuant to a supplemental indenture an agreement reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 (ii) immediately after giving effect to the Trusteesuch transaction, no Default or Event of the Note Guarantee 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 will succeed to Default shall have occurred and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses continuing. (Ab) and (B) immediately above, nothing Nothing contained in this the Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property a liquidation of a Guarantor as an entirety that has no assets or distributes such Guarantor’s assets to the Company or another Guarantor or shall prevent any transfer of all or substantially as an entirety all assets of a Guarantor to the Company or another Guarantor. Upon any such consolidation, liquidation, merger or transfer between a Guarantor and the Company or another Guarantor, the Guarantee given by the non-surviving or transferring Guarantor in the transaction shall no longer have any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof10.04, no a Guarantor may shall not sell or otherwise dispose ofof all or substantially all of its assets to, directly or indirectly, consolidate with or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, merger) other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized or existing under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in the form set forth in Exhibit H and satisfactory to the Trustee; or, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction No Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will 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 10.05 hereof, no (a) A Guarantor that is a Subsidiary of the Company may not sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (Aa) either (i) such the Guarantor is the surviving Person of such consolidation or merger 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 such the Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of such that Guarantor under the Notes, this Indenture (including Indenture, and its Note Guarantee) pursuant to a supplemental indenture satisfactory to the TrusteeGuarantee on terms set forth therein; or (Bb) such transaction or series of transactions does not violate the provisions of complies with Section 4.10 hereof. . (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 10.04(a) hereof. (c) 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 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or and delivered to the Trustee. All the Note Guarantees so issued will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory indenture, substantially in the form of Annex A hereto, under the Notes, this Indenture and the Registration Rights Agreement and delivers an Opinion of Counsel in accordance with the terms of this Indenture; (ii) immediately after giving effect to the Trustee; orsuch transaction, no Default or Event of Default exists and (iii) no Default or Event of Default shall have occurred and be continuing. (Bc) such transaction or series of transactions does not violate In the provisions of 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 substantially in the form to the Trusteeof Annex A hereto, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 ‎Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default existsshall have occurred and be continuing; and (2) either: (Aa) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to ‎Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note Guarantee) , and this Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture satisfactory to in the Trusteeform of Exhibit E; or (Bb) such transaction sale or series of transactions other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 Articles ‎4 and Article 5 ‎5 hereof, and notwithstanding clauses (A2)(a) and (Bb) immediately aboveof this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 Section 10.05 hereofaccordance with the terms of this Indenture will not consolidate, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with amalgamate or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, entity) any Person other than the Company or another GuarantorGuarantor or Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than in accordance with Section 4.10 hereof) unless: (1) the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is a corporation, limited partnership, limited liability company or other entity organized or existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province thereof; (2) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) assumes all the obligations of the Guarantor pursuant to a supplemental indenture, under the Notes and this Indenture; (3) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii4) the Person acquiring the properties or assets in any such sale or other disposition Guarantor or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 has delivered to the Trustee an Officers’ Certificate and satisfactory in form to an Opinion of Counsel, each stating that the Trusteeconsolidation, of amalgamation or merger complies with the Note Guarantee and the due and punctual performance of all of the covenants and conditions applicable provisions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that clause (4) will not be applicable to any Guarantor consolidating with, merging or in any amalgamating into or transferring all or part of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety its properties and assets to the Company or another any Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into the Company 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 to a Subsidiary Guarantor. (regardless b) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of whether such the Notes shall prevent any consolidation or merger of a Guarantor is the surviving Person), another Person, with or into a corporation or corporations other than the Company (whether or another not affiliated with the Guarantor), unless: or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company (1whether or not affiliated with the Guarantor) immediately after giving effect authorized to acquire and operate the same; provided, however, that such transaction or series meets all of related transactions, no Default or Event of Default exists; and the following requirements: (2i) either: : (A) (ia) such Guarantor is the surviving Person of such consolidation or merger corporation; or (iib) 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 such Guarantor) unconditionally or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture (including its Note Guarantee) Indenture, as applicable, pursuant to a supplemental indenture reasonably satisfactory in form to the Trustee; or and (Biii) immediately after such transaction no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor corporation thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger 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. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor with or into which is a Subsidiary of the Company or another Guarantor, or in connection with a transaction as a result of which such Guarantor will prevent any sale or conveyance of the property of a Guarantor be released from its Note Guarantee as an entirety or substantially as an entirety to the Company or another Guarantorprovided in Section 10.05 hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or not: (1) consolidate with or merge with or into another Person (regardless of whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in one or more related transactions, to another Person, other than the Company or another a Subsidiary Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2b) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii1) the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantee and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture indenture, in form reasonably satisfactory to the Trustee; or (B2) the Net Proceeds of such transaction or series of transactions are applied in a manner that does not violate the provisions of Section 4.10 4.16 hereof. 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 to the Trustee, of the Note Guarantee of the 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof, no (a) A Guarantor that is a Subsidiary of the Company may not sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company either Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (Aa) either (i) such the Guarantor is the surviving Person of such consolidation or merger 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 such the Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of such that Guarantor under the Notes and this Indenture (including Indenture, the Collateral Trust Agreement and its Note Guarantee) pursuant to a supplemental indenture satisfactory to Subsidiary Guarantee on the Trusteeterms set forth therein; or (Bb) such transaction or series of transactions does not violate the provisions of complies with Section 4.10 hereof. . (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) 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 to the Trustee, of the Note 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Subsidiary Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or and delivered to the Trustee. All the Subsidiary Guarantees so issued will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory indenture, substantially in the form of Exhibit E hereto, under the Notes and 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; orConsolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (Bc) such transaction or series of transactions does not violate In the provisions of 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 substantially in the form to the Trusteeof Exhibit E hereto, of the Note 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 ; 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 notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger or in 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 will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance and delivered to the Trustee. All of the property 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 a Guarantor this Indenture as an entirety or substantially as an entirety to though all of such Subsidiary Guarantees had been issued at the Company or another GuarantorSeries A/B Issue Date.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of, of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Personmerger), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to in the Trustee; orform set forth in Exhibit H, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction No Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 a Guarantor along with execution and delivery of the GuarantorSecurity Agreement, Intercreditor Agreement and other applicable Security Documents, such successor Person will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will 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 (a) Nothing contained in Section 10.05 hereofthis Indenture or in the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Wholly-Owned Subsidiary that is a Guarantor, or shall prevent the transfer of all or substantially all of the assets of a Guarantor to the Company or another Wholly-Owned Subsidiary that is a Guarantor. Upon any such consolidation, merger, transfer or sale, the Guarantee of such Guarantor shall no longer have any force or effect. (b) Subject to the provisions of clause (c) below, no Guarantor may sell shall, directly or indirectly, consolidate or merge with or into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of, in one or more related transactions, of all or substantially all of its properties or assets toin one or more related transactions, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), to another Person, other than the Company or another Wholly-Owned Subsidiary that is a Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) either (i) such the Guarantor is the surviving Person of such consolidation or merger corporation; 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 such the Guarantor) unconditionally is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia (the "Surviving Guarantor Entity"); (2) the Surviving Guarantor Entity (if other than the Guarantor) assumes all the obligations Obligations of such the Guarantor under its Guarantee, this Indenture (including its Note Guarantee) Indenture, the Registration Rights Agreement and the Collateral Documents pursuant to a supplemental indenture agreements reasonably satisfactory to the Trustee; or; (B3) immediately after giving effect to such transaction no Default or series Event of transactions does Default exists; (4) immediately after such transaction, the surviving person holds all Permits required for operation of the business of, and such entity is controlled by a person or entity (or has retained a person or entity which is) experienced in, operating casino hotels or otherwise holds all Permits (including those required from Gaming Authorities) to operate its business, except where the failure to hold such Permits would not violate have a material adverse effect on the provisions general affairs, management, business, properties, condition (financial or otherwise), prospects or results of Section 4.10 hereofoperations of the Issuers and the Guarantors, taken as a whole. In case Such Guarantor shall also deliver to the Trustee an Officers' Certificate and an opinion of any counsel, each stating that (a) such consolidation, merger, sale sale, assignment, conveyance, transfer, lease or conveyance disposition and upon such supplemental indenture comply with this Indenture and the assumption by Collateral Documents and (b) the successor Person, by supplemental indenture, executed transaction shall not impair the rights and delivered to powers of the Trustee and satisfactory in form to the Trustee, Holders of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in Notes under this Indenture or the Collateral Documents; (5) the Surviving Guarantor Entity causes such amendments, supplements or other instruments to be filed and recorded in any such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Notes will prevent Collateral Documents on the Collateral owned by or transferred to the Surviving Guarantor Entity, together with such financing statements as may be required to perfect any consolidation or merger security interests in such Collateral which may be perfected by the filing of a financing statement under the UCC of the relevant states; (6) the Collateral owned by or transferred to the Surviving Guarantor Entity shall (i) continue to constitute Collateral under this Indenture and the Collateral Documents, (ii) be subject to the Lien in favor of the Trustee for the benefit of the Holders, and (iii) not be subject to any Lien other than Permitted Liens; (7) the property and assets of the Person which is merged or consolidated with or into the Company Surviving Guarantor Entity, to the extent that they are property or another Guarantor, or will prevent any sale or conveyance assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as After-Acquired Property and the Surviving Guarantor Entity shall take such action as may be reasonably necessary to cause such property of a Guarantor as an entirety or substantially as an entirety and assets to be made subject to the Company Lien of the Collateral Documents in the manner and to the extent required in this Indenture; and (8) such transaction would not require any Holder or another Guarantorbeneficial owner of Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or beneficial owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. (c) In the event of:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 10.05 hereof10.5(a), no a Guarantor (other than Parent) may sell not, and the Company will not permit such Guarantor to, (1) consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person; or (2) sell, assign, transfer, convey, lease or otherwise dispose of, in one or more related transactions, of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, assets; unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (ia) such Guarantor is the surviving Person of such consolidation or merger or (iib) 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 such Guarantor) unconditionally 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, the District of Columbia or any territory thereof (such Guarantor or such Person, including the Person 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) the Successor Guarantor (if other than such Guarantor) assumes all the obligations of such Guarantor under the Guarantee, this Indenture (including its Note Guarantee) and the Registration Rights Agreement pursuant to a supplemental indenture agreements reasonably satisfactory to the Trustee; or; (B3) immediately after such transaction, no Event of Default exists; and (4) the transaction or series of transactions does not violate the provisions of is made in compliance with Section 4.10 hereof, if applicable. 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 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 to the Trustee, of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as set forth the Guarantees theretofore and thereafter issued in Article 4 and Article 5 accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. Notwithstanding the foregoing, and notwithstanding clauses any Guarantor (other than Parent) (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety assets to the Company or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets. (b) Except as otherwise provided in this Section 10.5(b), Parent will not (1) consolidate or merge with or into another Person (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: (1) (a) Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Parent) 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 (Parent or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been 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 Parent under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (3) immediately after such transaction, no Event of Default 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, together with an Opinion of Counsel to the effect that such consolidation, merger, sale or conveyance was made in accordance with the provisions of this Indenture and the Registration Rights Agreement to the Trustee and satisfactory in form to the Trustee, of the Guarantee 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 Guarantor. 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. 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 assets to the Company or to another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving Person), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of, of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Personmerger), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized or existing under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) , the Security Documents, the Intercreditor Agreement and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to in the Trustee; orform set forth in Exhibit G and appropriate supplements or amendments, as applicable, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction Except as otherwise provided in Section 11.05(e), no Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 a Guarantor along with execution and delivery of the GuarantorSecurity Agreement, Intercreditor Agreement and other applicable Security Documents, such successor Person will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale sale, assignment, transfer, conveyance or conveyance other disposition (including any lease) of the property of a Guarantor (including as an entirety or substantially as an entirety entirety) to the Company Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 Articles 9 and Article 5 11 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, Guarantor or will shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety entirety, to the Company Issuer or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except as set forth in Articles 9 and 11 hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Issuer or another Guarantor (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Issuer or another Guarantor (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided that each such Guarantor is sold or disposed of for fair market value, evidenced by a resolution of the Board of Directors set forth in an Officer’s Certificate delivered to the Trustee; and provided, further, that the foregoing proviso shall not apply to the sale or disposition of a Guarantor in a foreclosure proceeding to the extent that such proviso would be inconsistent with the Uniform Commercial Code. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 hereof10.07 of the Indenture, Section 8 of the First Supplemental Indenture, Section 8 of the Second Supplemental Indenture or Section 8 of this Supplemental Indenture, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially of 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 Person), another Person, other than the Company or another Guarantor, unless: : (1i) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and exists and (2ii) either: either (A) (i) such Guarantor is subject to Section 10.07 of the surviving Person Indenture, Section 8 of such consolidation or merger or (ii) the First Supplemental Indenture, Section 8 of the Second Supplemental Indenture and Section 8 of this Supplemental Indenture, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, this Indenture (including Supplemental Indenture, its Note Guarantee) 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; or or (B) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 hereof. thereof. (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 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 the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and this Supplemental Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a GuarantorGuarantor under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture or this Supplemental Indenture. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and this Supplemental Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and this Supplemental Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Article Articles 4 and Article 5 hereofof the Indenture, and notwithstanding clauses (Aa)(ii)(A) and or (B) immediately above, nothing contained in the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, this Supplemental Indenture or in any of the Notes will prevent any consolidation combination or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof, no A Guarantor may not sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company or another Guarantor, unless: (1) unless immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. 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 to the Trustee, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 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 Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above5, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will 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 Section 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of, of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Personmerger), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in the form set forth in Exhibit H and satisfactory to the Trustee; or, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction No Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 a Guarantor along with execution and delivery of the GuarantorSecurity Agreement, Intercreditor Agreement and other applicable Security Documents, such successor Person will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will 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 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing Nothing contained in this Indenture or in any of the Notes will Securities shall prevent any amalgamation, consolidation or merger of a Guarantor with or into the Company or another Guarantor, Guarantor or will 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, which amalgamation, consolidation, merger, sale or conveyance is otherwise in accordance with the terms of this Indenture. (b) Other than as set forth in paragraph (a) of this Section, no Guarantor may amalgamate, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person or convey, sell, assign, transfer, lease or otherwise dispose of its properties or assets substantially as an entirety to any other Person whether or not affiliated with such Guarantor unless: (i) subject to the provisions of Section 13.09, the Person formed by or surviving such consolidation or merger (if other than such Guarantor) or to which such properties and assets are transferred assumes all of the obligations of such Guarantor under this Indenture and its Guarantee, pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and is a corporation, partnership, limited liability company or trust duly organized and validly existing under the laws of Canada or any province thereof or the United States, any state thereof, or the District of Columbia, (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (c) immediately after giving effect to such transaction, the Person formed by or surviving such amalgamation, consolidation or merger (if other than such Guarantor) or to which such properties and assets are transferred could incur at least US$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the first paragraph of Section 10.10.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may sell or otherwise dispose of, in one or more related transactions, transfer 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 Person), another Person, other than the Company or another GuarantorGuarantor in a transaction to which subsection (b) applies, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition transfer or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note GuaranteeGuarantee of the Notes) pursuant to a supplemental indenture an agreement reasonably satisfactory to the Trusteetrustee; (2) such transfer, consolidation or merger is not an Asset Disposition and the Person acquiring such assets, or surviving such consolidation or merger, is not a Restricted Subsidiary; or (B3) such transaction transfer, consolidation or series of transactions does not violate the provisions of merger is an Asset Disposition that complies with 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 to the Trustee, 6.05 of the Note Guarantee Fourth, Fifth, Sixth, Seventh, Eighth, Ninth and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the GuarantorTenth Supplemental Indentures, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses applicable. (Ab) and (B) immediately above, nothing Nothing contained in this the Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Restricted Subsidiary that is a Guarantor, or will shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Restricted Subsidiary that is a Guarantor. Upon any such consolidation, merger, sale or conveyance between a Guarantor and the Company or another Guarantor, the Guarantee with respect to the Notes given by the non-surviving or transferring Guarantor in the transaction shall no longer have any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof(a) A Guarantor shall not consolidate or merge with or into another Person (whether or not the Guarantor is the surviving entity), no Guarantor may sell or sell, assign, transfer, lease, convey or otherwise dispose ofof all or substantially all of its properties or assets, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into to another Person (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor), unless: , (1i) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or , and (ii) either (1) 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 such Guarantor) unconditionally assumes by a supplemental indenture in a form satisfactory to the Trustee all the obligations of such Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement shall continue to be in effect, or (including its Note Guarantee2) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the provisions of Section 4.10 hereof. . (b) In the case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indentureindenture described in clause (a) of this Section 10.03, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing Nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuers or another Guarantor, Guarantor or will shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety entirety, to the Company Issuers or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except in the case in which a Subsidiary Guarantor's Guarantee is subject to release as provided under Section 10.3, each Guarantor will not, and the Issuers will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than the Issuers or any other Guarantor unless: (i) the 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 an entity organized and existing under the laws of the United States or any State thereof or the District of Columbia or, in the case of any Subsidiary Guarantor organized under the laws of Canada or a political subdivision thereof, the laws of Canada or a political subdivision thereof; (ii) such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Guarantee; and (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. Any merger or consolidation of a Guarantor with and into an Issuer (with an Issuer being the surviving entity) or another Guarantor need only comply with clauses (b) and (d) of Section 5.1.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise set forth in Articles 4 and 5 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. (b) Except as provided in Section 10.05 10.03(a) hereof or in a transaction referred to in Section 10.04 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person)) another corporation, Person or entity whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Personcorporation, other than the Company Person or another Guarantor, entity unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes shall assume all the obligations Obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture; or (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such transaction Guarantor, or series 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 transactions does not violate such Guarantor immediately preceding the provisions transaction; and (iv) the Company would be permitted by virtue of the Company’s pro forma Consolidated Leverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to Section 4.10 4.09 hereof. In Subject to Section 10.04 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 to the Trustee, of the Note 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Subsidiary Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether unless such Guarantor is the surviving Person), ) another Person, other than the Company or another Guarantor, Person unless: (1a) immediately after giving effect subject to such transaction or series of related transactionsSection 10.05, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantora Guarantor or the Company) unconditionally assumes all of the obligations of such Guarantor under the Notes and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to on the Trusteeterms set forth herein or therein; orand (Bb) immediately after giving effect to such transaction transaction, no Default or series Event of transactions does Default shall have occurred and be continuing; provided, however, that this requirement shall not violate apply to any consolidation or merger of a Guarantor with or into the provisions of Section 4.10 hereofCompany or another Guarantor. In case of any such consolidation, consolidation or 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 to the Trustee, of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a GuarantorGuarantor and such predecessor Guarantor shall be discharged from its obligations under the Notes and this Indenture. Except as set forth in Article Articles 4 and Article 5 hereof5, and notwithstanding clauses (Aa) and (Bb) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will 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 10.05 hereof, no Guarantor (other than the Company) may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company Company, the Issuer, the Co-Obligor or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2b) either: (A1) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the “Successor Guarantor”) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantees and this Indenture (including 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; or (B2) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the applicable provisions of 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 PersonSuccessor Guarantor, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee 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 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. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (Ab(1) and (Bb(2) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Company, the Issuer, the Co-Obligor or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Company, the Co-Obligor or another Guarantor. This Section 10.04 will not apply to the Paladin Merger or the Paladin Acquisition.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary of the Par Borrower may not sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company a Borrower or another Guarantor, unless: (1i) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2ii) either: (A) either (i) such the Guarantor is the surviving Person of such consolidation or merger 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 such the Guarantor) unconditionally assumes assumes, pursuant to a joinder to this Agreement in form and substance reasonably acceptable to the Administrative Agent, all the obligations of such that Guarantor under this Indenture (including Agreement, the Intercreditor Agreement and its Note Guarantee) pursuant to a supplemental indenture satisfactory to Subsidiary Guarantee on the Trusteeterms set forth therein; or (B) such transaction complies with Section 7.08 hereof. (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary or series another Guarantor solely for the purpose of transactions does not violate reincorporating the provisions Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (i) of Section 4.10 3.03(a) hereof. . (c) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenturejoinder, executed and delivered to the Trustee Administrative Agent and reasonably satisfactory in form and substance to the TrusteeAdministrative Agent, of the Note Subsidiary Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Agreement as set forth the Subsidiary Guarantees theretofore and thereafter issued in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in accordance with the terms of this Indenture or in any Agreement as though all of such Subsidiary Guarantees had been issued at the date of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof10.3 in connection with any release and discharge of a Guarantor, no Guarantor may sell consolidate or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate combine with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), person) or sell or convey all or substantially all of its assets to another Person, other than the Company Person whether or another not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or unless the Person formed by or surviving any such consolidation consolidation, combination or merger or the transferee Person (in each case if other than such Guarantora Guarantor or the Issuer) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, combination, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note such Security Guarantee 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 will shall become a Guarantor (and succeed to and be substituted for the Guarantor with predecessor to the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 extent of any release and Article 5 hereof, and notwithstanding clauses discharge of such predecessor pursuant to Section 10.3). (Ab) and Notwithstanding clause (Ba) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation consolidation, combination or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale or conveyance of all or substantially all of the property assets 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. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into the Company 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 to a Guarantor. (regardless b) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of whether such the Notes shall prevent any consolidation or merger of a Guarantor is the surviving Person), another Person, with or into a corporation or corporations other than the Company (whether or another not affiliated with the Guarantor), unless: or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company (1whether or not affiliated with the Guarantor) immediately after giving effect authorized to acquire and operate the same; provided, however, that such transaction or series meets all of related transactions, no Default or Event of Default exists; and the following requirements: (2i) either: : (A) (ia) such Guarantor is the surviving Person of such consolidation or merger corporation; or (iib) 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 such Guarantor) unconditionally or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture (including its Note Guarantee) Indenture, as applicable, pursuant to a supplemental indenture reasonably satisfactory in form to the Trustee; or and (Biii) immediately after such transaction no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor corporation thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger 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. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor with or into which is a Subsidiary of the Company or another Guarantor, or in connection with a transaction as a result of which such Guarantor will prevent any sale or conveyance of the property of a Guarantor be released from its Note Guarantee as an entirety or substantially as an entirety to the Company or another Guarantorprovided in Section 10.05 hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Article 10 hereof, no nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into the Company or the Parent or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company, the Parent or to a Subsidiary Guarantor. (regardless b) Except as set forth in Article 10 hereof, nothing contained in this Indenture or in any of whether such the Notes shall prevent any consolidation or merger of a Guarantor is the surviving Person), another Person, with or into a corporation or corporations other than the Company (whether or another not affiliated with the Guarantor), unless: or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company (1whether or not affiliated with the Guarantor) immediately after giving effect authorized to acquire and operate the same; provided, however, that such transaction or series meets all of related transactions, no Default or Event of Default exists; and the following requirements: (2i) either: : (A) (ia) such Guarantor is the surviving Person of such consolidation or merger corporation; or (iib) 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 such Guarantor) unconditionally or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (ii) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture (including its Note Guarantee) Indenture, as applicable, pursuant to a supplemental indenture reasonably satisfactory in form to the Trustee; or and (Biii) immediately after such transaction no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor corporation thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger 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. Notwithstanding anything herein to the contrary, the foregoing conditions shall not apply to a Guarantor with or into which is a Subsidiary of the Company or another Guarantor, or in connection with a transaction as a result of which such Guarantor will prevent any sale or conveyance of the property of a Guarantor be released from its Note Guarantee as an entirety or substantially as an entirety to the Company or another Guarantorprovided in Section 13.05 hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor that is a Subsidiary of the Partnership may not sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company either Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (Aa) either (i) such the Guarantor is the surviving Person of such consolidation or merger 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 such the Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of such that Guarantor under the Notes, this Indenture (including Indenture, the Collateral Trust Agreement, the Intercreditor Agreement, the other Security Documents and its Note Guarantee) pursuant to a supplemental indenture satisfactory to Guarantee on the Trusteeterms set forth therein; or (Bb) such transaction or series of transactions does not violate the provisions of complies with Section 4.10 hereof. . (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Partnership or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) 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 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Partnership and delivered to the Trustee. All the Note Guarantees so issued will prevent any consolidation or merger 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 a Guarantor with or into this Indenture as though all of such Note Guarantees had been issued at the Company or another Guarantor, or will prevent any sale or conveyance date of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Subsidiary Guarantor is the surviving Person), ) another Person, other than the Company Issuers, the Parent or another Subsidiary Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2b) either: (A1) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the “Successor Guarantor”) unconditionally assumes all the obligations of such that Subsidiary Guarantor under its Note Guarantee and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B2) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the applicable provisions of 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 PersonSuccessor Guarantor, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person Successor Guarantor will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (Ab)(1) and (Bb)(2) immediately abovein the first paragraph of this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Parent, the Issuers or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Parent, the Issuers or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may sell or otherwise dispose of, in one or more related transactions, transfer 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 Person), another Person, other than the Company or another GuarantorGuarantor in a transaction to which subsection (b) applies, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition transfer or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note GuaranteeGuarantee of the Notes) pursuant to a supplemental indenture an agreement reasonably satisfactory to the Trustee; (ii) such transfer, consolidation or merger is not an Asset Disposition and the Person acquiring such assets, or surviving such consolidation or merger, is not a Restricted Subsidiary; or (Biii) such transaction transfer, consolidation or series of transactions does not violate the provisions of merger is an Asset Disposition that complies with 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 to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions 4.09 of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses Indenture. (Ab) and (B) immediately above, nothing Nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Restricted Subsidiary that is a Guarantor, or will shall prevent any sale transfer of all or conveyance of the property substantially all assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Restricted Subsidiary that is a Guarantor. Upon any such consolidation, merger, or transfer between a Guarantor and the Company or another Guarantor, the Guarantee given by the non-surviving or transferring Guarantor in the transaction shall no longer have any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor (other than the Parent, which is governed by Section 5.01) may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company Parent, the Issuers or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) unless either: (Aa) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the “Successor Guarantor”) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantees and this Indenture (including 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; or (Bb) the Note Guarantee of such transaction Guarantor shall be released in accordance with Section 10.05 upon, or series of transactions does not violate the provisions of Section 4.10 hereofin connection with, such sale, disposition, consolidation or merger. In case of any such consolidation, merger, sale or conveyance disposition and upon the assumption by the successor PersonSuccessor Guarantor, by a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee 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 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. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (Aa) and (Bb) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Parent, the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Parent or another Guarantor. This Section 10.04 will not apply to the Merger. Notwithstanding anything to the contrary above, in the event the Acquisition does not occur, the Merger shall immediately be consummated without regard to any of the provisions described above.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may shall sell or otherwise dispose of, in one or more related transactions, 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 Person), another Person, Person (other than the Company or another Guarantor), unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or either (ii1) 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture indenture, substantially in the form of Annex A hereto, or pursuant to such other agreements as are reasonably satisfactory to the Trustee; or , under the Note Documents to which it is a party on terms set forth therein and any such other Person must take such action as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to it to be subject to the Parity Liens, perfected in the manner and to the extent required under the Note Documents, or (B2) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the provisions of Section 4.10 hereof. 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In the 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 to the Trusteeof Annex A hereto, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 10.07 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company Issuer or another Guarantor, unless: (1i) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2ii) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) subject to Section 10.07 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) 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; or (B) the Net Proceeds of such transaction sale or series of transactions does not violate other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. . (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 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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.it

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor that is a Subsidiary of the Parent may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or not: (1) consolidate with or merge with or into another Person (regardless of whether such Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in one or more related transactions, to another Person, other than the Company Parent, the Issuer or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no continuing Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance, or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale sale, assignment, transfer, conveyance, 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or 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. (a) Except as otherwise provided in Section 10.05 hereof11.3 in connection with any release and discharge of a Guarantor, no Guarantor may sell consolidate or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate combine with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), person) or sell or convey all or substantially all of its assets to another Person, other than the Company Person whether or another not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or unless the Person formed by or surviving any such consolidation consolidation, combination or merger or the transferee Person (in each case if other than such Guarantora Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, combination, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note such Security Guarantee 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 will shall become a Guarantor (and succeed to and be substituted for the Guarantor with predecessor to the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 extent of any release and Article 5 hereof, and notwithstanding clauses discharge of such predecessor pursuant to Section 11.3). (Ab) and Notwithstanding clause (Ba) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation consolidation, combination or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of all or substantially all of the property 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. (a) Except as otherwise provided in Section 10.05 hereof10.03 in connection with any release and discharge of a Guarantor, no Guarantor may sell consolidate or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate combine with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), person) or sell or convey all or substantially all of its assets to another Person, other than the Company Person whether or another not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or unless the Person formed by or surviving any such consolidation consolidation, combination or merger or the transferee Person (in each case if other than such Guarantora Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, combination, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note such Securities Guarantee 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 will shall become a Guarantor (and succeed to and be substituted for the Guarantor with predecessor to the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 extent of any release and Article 5 hereof, and notwithstanding clauses discharge of such predecessor pursuant to Section 10.03). (Ab) and Notwithstanding clause (Ba) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation consolidation, combination or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of all or substantially all of the property 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 10.05 hereof, no (a) No Guarantor may sell or otherwise dispose of, in one or more related transactions, transfer 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 Person), another Person, other than the Company or another GuarantorGuarantor in a transaction to which subsection (b) applies, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition transfer or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note GuaranteeGuarantee of the Notes) pursuant to a supplemental indenture an agreement reasonably satisfactory to the Trusteetrustee; (2) such transfer, consolidation or merger is not an Asset Disposition and the Person acquiring such assets, or surviving such consolidation or merger, is not a Restricted Subsidiary; or (B3) such transaction transfer, consolidation or series of transactions does not violate the provisions of merger is an Asset Disposition that complies with 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 to the Trustee, 6.05 of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses First Supplemental Indenture. (Ab) and (B) immediately above, nothing Nothing contained in this the Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Restricted Subsidiary that is a Guarantor, or will shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Restricted Subsidiary that is a Guarantor. Upon any such consolidation, merger, sale or conveyance between a Guarantor and the Company or another Guarantor, the Guarantee with respect to the Notes given by the non-surviving or transferring Guarantor in the transaction shall no longer have any force or effect.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided (a) Nothing contained in Section 10.05 hereof, no this Indenture or in any of the Senior Subordinated Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into the Company or another Person that is a Guarantor as of the Issue Date 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 Person that is a Guarantor as of the Issue Date. (regardless b) Except as set forth in Articles Four and Five hereof, nothing contained in this Indenture or in any of whether such the Senior Subordinated Notes shall prevent any consolidation or merger of a Guarantor is the surviving Person), another Person, with or into a corporation or corporations other than the Company or another Person that is a Guarantor as of the Issue Date (whether or not affiliated with such Guarantor), unless: or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company or another Person that is a Guarantor as of the Issue Date (1whether or not affiliated with such Guarantor); provided, however, that, subject to Sections 12.04 and 12.06(a), (i) such transaction does not violate any covenants set forth in Articles Four and Five hereof, (ii) immediately after such transaction, and giving effect to such transaction or series of related transactionsthereto, no Default or Event of Default exists; and shall have occurred as a result of such transaction and be continuing, (2iii) either: upon any such consolidation, merger, sale or conveyance, the Guarantee set forth in this Article Twelve, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, shall be expressly assumed (A) (i) such in the event that the Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person of formed by such consolidation consolidation, or merger into which the Guarantor shall have merged, or by the Person that shall have acquired such property, and (iiiv) the Person acquiring Company shall have delivered to the properties or assets in any Trustee an officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or other disposition or conveyance and such indenture comply with this Indenture, that the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereofagrees to be bound hereby, and that all conditions precedent herein provided to such transaction have been satisfied. In the 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 to the Trustee, Trustee of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of, of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, all to another Person (including by way of consolidation or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Personmerger), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger is a corporation, partnership or limited liability company, organized under (if other than such GuarantorA) unconditionally the laws of the United States, any state thereof or the District of Columbia or (B) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of such that Guarantor under this Indenture (including Indenture, its Note Guarantee) Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in the form set forth in Exhibit H and satisfactory to the Trustee; or, or (ii) such sale or other disposition complies with Section 4.13, including the application of the Net Proceeds therefrom. (Bb) such transaction No Guarantor may, directly or series indirectly, lease all or substantially all of transactions does not violate the provisions of Section 4.10 hereof. its properties or assets, in one or more related transactions, to any other Person. (c) 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 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 will 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 Issuer 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. (d) In connection with any such consolidation, merger, sale, assignment, transfer, conveyance or other disposition, such Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, conveyance or other disposition and the supplemental indenture in respect thereto comply with this Indenture and that all conditions precedent therein provided for relating to such transactions have been complied with. (e) Except as set forth in Article 4 Articles IV and Article 5 V hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will 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 10.05 hereof, no A Guarantor may not sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company or another Guarantor, unless: (1) unless immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. 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 to the Trustee, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 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 Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above5, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will 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 set forth in Articles 4 and 5 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. (b) Except as provided in Section 10.05 10.03(a) hereof or in a transaction referred to in Section 10.04 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person)) another corporation, Person or entity whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Personcorporation, other than the Company Person or another Guarantor, entity unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes shall assume all the obligations Obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and this Indenture; or (Bii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such transaction Guarantor, or series 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 transactions does not violate such Guarantor immediately preceding the provisions transaction; and (iv) the Company would be permitted by virtue of the Company's pro forma Consolidated Leverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 4.10 4.09 hereof. In Subject to Section 10.04 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 to the Trustee, of the Note 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Subsidiary Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing Nothing contained in this Indenture or in any of the Notes will Securities 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 will substantially as an entirety, to the Company or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into a Person (provided such Person is a corporation, partnership or trust) other than the Company or an- 102 -94- other Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to any such Person (whether or not an Affiliate of the Guarantor). Upon the sale or disposition of a Guarantor (or all or substantially all of its assets) to a Person which is not a Subsidiary of the Company, which is otherwise in compliance with this Indenture (including Section 4.16), such Guarantor shall be deemed released from all its obligations under this Indenture and its Guarantee and such Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Guarantor under the Senior Credit Facility and all its guarantees of, and under all of its pledges of assets or other security interests which secure, Indebtedness of the Company shall also terminate upon such release, sale or another Guarantortransfer. (c) The Trustee shall, at the Company's expense, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 10A.05. Any Guarantor not so released remains liable for the full amount of principal and interest on the Securities as provided in this Article Ten A.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company or another Guarantor, unless: (1) unless immediately after giving effect to such transaction or series of related transactionsthe transaction, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. 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 to the Trustee, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 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 Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will 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 (a) Nothing contained in Section 10.05 hereof, no this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into Publishing or another Person that is a Guarantor as of the Issue Date or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to Publishing or another Person that is a Guarantor as of the Issue Date. (regardless b) Except as set forth in Articles Four and Five hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than Publishing or another Person that is a Guarantor as of the Issue Date (whether or not affiliated with such Guarantor is the surviving PersonGuarantor), another Personor successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company Publishing or another Person that is a Guarantor as of the Issue Date (whether or not affiliated with such Guarantor); provided, unless: however, that, subject to Sections 11.04 and 11.06(a), (1i) such transaction does not violate any covenants set forth in Articles Four and Five hereof, (ii) immediately after such transaction, and giving effect to such transaction or series of related transactionsthereto, no Default or Event of Default exists; and shall have occurred as a result of such transaction and be continuing, and (2iii) either: each Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the 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 such Guarantor, shall be expressly assumed (A) (i) such in the event that the Guarantor is not the surviving Person of such consolidation or merger or (ii) corporation in the Person acquiring the properties or assets in any such sale or other disposition or the Person formed merger), by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory in form to the Trustee; or (B) , executed and delivered to the Trustee, by the corporation formed by such transaction consolidation, or series of transactions does not violate into which the provisions of Section 4.10 hereofGuarantor shall have merged, or by the corporation 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 to the Trustee, Trustee of the Note Guarantee 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 10.05 hereof10.3 in connection with any release and discharge of a Guarantor, no Guarantor may sell consolidate or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate combine with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), person) or sell or convey all or substantially all of its assets to another Person, other than the Company Person whether or another not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or unless the Person formed by or surviving any such consolidation consolidation, combination or merger or the transferee Person (in each case if other than such Guarantora Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, combination, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note such Securities Guarantee 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 will shall become a Guarantor (and succeed to and be substituted for the Guarantor with predecessor to the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 extent of any release and Article 5 hereof, and notwithstanding clauses discharge of such predecessor pursuant to Section 10.3). (Ab) and Notwithstanding clause (Ba) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation consolidation, combination or merger of a Guarantor with or into the Company or another Guarantor, or will shall prevent any sale or conveyance of all or substantially all of the property 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. (a) Except as otherwise provided set forth in Section 10.05 Articles IV and V hereof, no Guarantor may sell nothing contained in this Note Purchase Agreement or otherwise dispose of, in one or more related transactions, all or substantially all any of its properties or assets tothe Notes, or consolidate with Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merge merger of a Guarantor with or into the Company 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 to a Subsidiary Guarantor. (regardless b) Except as set forth in Articles IV and V hereof, nothing contained in this Note Purchase Agreement or in any of whether such the Notes or Note Guarantees shall prevent any consolidation, amalgamation, arrangement or merger of a Guarantor is the surviving Person), another Person, with or into a Person or Persons other than the Company (whether or another not affiliated with the Guarantor), unless: or successive consolidations, amalgamations, arrangements or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a Person other than the Company (1whether or not affiliated with the Guarantor) immediately after giving effect authorized to acquire and operate the same; provided, however, that either, as a result of such transaction, such Guarantor will be released from its Note Guarantee pursuant to Section 8.4 or such transaction or series meets all of related transactions, no Default or Event of Default exists; and the following requirements: (2i) either: : (A) (ia) such Guarantor is the surviving or continuing Person; or (b) the Person of formed by or surviving or continuing any such consolidation consolidation, amalgamation, arrangement or merger (if other than such Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia or the jurisdiction in which such Guarantor is organized and under the laws of which it is existing; (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 such Guarantor) unconditionally ), or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made, assumes all the obligations of such Guarantor under the Note Guarantees and this Indenture Note Purchase Agreement; and (including its Note Guaranteeiii) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) immediately after such transaction no Default or series Event of transactions does not violate the provisions of Section 4.10 hereofDefault exists. In case of any such consolidation, amalgamation, arrangement, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture Note Purchase Agreement to be performed by the Guarantor, such successor Person will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereofNotwithstanding anything herein to the contrary, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any the foregoing conditions shall not apply to a Guarantor which is a Subsidiary of the Notes Company in connection with a transaction as a result of which such Guarantor will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor be released from its Note Guarantee as an entirety or substantially as an entirety to the Company or another Guarantorprovided in Section 8.4 hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor may sell not sell, assign, transfer, convey or otherwise dispose of, in one or more related transactions, 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 Person), another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (Aa) either (i) such the Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes assumes, pursuant to a supplemental indenture, all the obligations of such that Guarantor under the Notes, this Indenture (including Indenture, the Security Documents and its Note Guarantee) pursuant to a supplemental indenture satisfactory to the TrusteeGuarantee on terms set forth therein; or (Bb) such transaction or series of transactions does not violate the provisions of complies with Section 4.10 hereof. . (b) Notwithstanding the foregoing, any Guarantor may (i) merge with a Restricted Subsidiary of the Company or another Guarantor solely for the purpose of reincorporating the Guarantor in the United States, any state thereof or the District of Columbia or (ii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor, in each case without regard to the requirements set forth in clause (1) of Section 11.04(a) hereof. (c) 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 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor Person thereupon may cause to be signed any or in any all of the Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or and delivered to the Trustee. All the Guarantees so issued will prevent any sale or conveyance 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 property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory indenture, substantially in the form of Exhibit E hereto, under the Notes and 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; orConsolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof. (Bc) such transaction or series of transactions does not violate In the provisions of 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 substantially in the form to the Trusteeof Exhibit E hereto, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 ; 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 notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger or in consolidation. Such successor Person thereupon may cause to be signed any or all of the notations of Subsidiary Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance and delivered to the Trustee. All of the property 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 a Guarantor this Indenture as an entirety or substantially as an entirety to though all of such Subsidiary Guarantees had been issued at the Company or another Guarantordate of the execution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company Partnership or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2b) either: (A1) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or subject to Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under its Note Guarantee and this Indenture (including its Note Guarantee) pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; or (B2) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee of the 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except All the Note Guarantees relating to Notes issuable hereunder which theretofore shall not have been signed by the Partnership and delivered to the Trustee will in all respects have the same legal rank and benefit under this Indenture as set forth the Note Guarantees theretofore and thereafter issued in Article 4 and Article 5 accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof, and notwithstanding . Notwithstanding clauses (Aa) and or (Bb) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company Partnership or another Guarantor, or 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 Partnership or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company. (regardless b) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of whether such the Notes shall prevent any consolidation or merger of a Guarantor is the surviving Person), another Person, with or into a corporation or corporations other than the Company (whether or another not affiliated with the Guarantor), or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, that such transaction meets all of the following requirements: (i) each Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Note Guarantee endorsed on the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, unless: shall be expressly assumed (1in the event that the Guarantor is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the corporation formed by such consolidation, or into which the Guarantor shall have been merged, or by the corporation which shall have acquired such property, (ii) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists; and and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (iiiii) the Person acquiring Company would be permitted by virtue of the properties or assets in any Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations transaction, to incur at least $1.00 of such Guarantor under this Indenture (including its Note Guarantee) additional Indebtedness pursuant to a supplemental indenture satisfactory to the Trustee; or (BFixed Charge Coverage ratio test set for in Section 4.09(a) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee Guarantees 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 will corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture Such successor corporation thereupon may cause to be signed any or in any all of the Guaranties to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance and delivered to the Trustee. All the Guaranties so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guaranties theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guaranties had been issued at the date of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantorexecution hereof.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, 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 Person), ) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction transaction, or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (iia) 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 such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including 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; or (Bb) such transaction sale or series other disposition and the application of transactions does the Net Proceeds therefrom do not violate the provisions of Section Sections 3.09 or 4.10 hereof. In case of Upon any such consolidation, merger, sale or conveyance disposition and upon the assumption execution by the successor Person, by Person of a supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the providing for a Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the GuarantorGuarantee, such successor Person will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A2(a) and (Bb) immediately aboveof this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) : (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under the Notes and this Indenture (including its Note Guarantee) Indenture, pursuant to a supplemental indenture satisfactory in substantially the form of Exhibit E hereto, accompanied by a notation of its Subsidiary Guarantee as provided in such supplemental indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) such Guarantor, or any Person formed by or surviving any such consolidation or merger, would have a Consolidated Net Worth (immediately after giving effect to such transaction) equal to or greater than the Trustee; orConsolidated Net Worth of such Guarantor immediately preceding the transaction. (Bc) such transaction or series of transactions does not violate In the provisions of 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 substantially in the form to the Trusteeof Exhibit E hereto, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 set forth in Section 10.05 Articles 4 and 5 hereof, no nothing contained in this Indenture shall prohibit a merger between a Guarantor may sell and another Guarantor or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or a merger between a Guarantor and the Company. (b) No Guarantor shall consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person), another Person, Person (other than the Company or another Guarantor), whether or not affiliated with such Guarantor, unless: (1) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is subject to the surviving Person provisions of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or Section 10.04 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory indenture, substantially in the form of Exhibit E hereto, under the Notes and 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; orConsolidated Interest Coverage Ratio test set forth in Section 4.09 hereof. (Bc) such transaction or series of transactions does not violate In the provisions of 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 substantially in the form to the Trusteeof Exhibit E hereto, of the Note Subsidiary Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 ; 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 notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture its Restricted Subsidiaries shall only be included for periods subsequent to the effective time of such merger or in consolidation. Such successor Person thereupon may cause to be signed any or all of the notations of Subsidiary Guarantees to be endorsed upon all of the Notes will prevent any consolidation or merger of a Guarantor with or into issuable hereunder which theretofore shall not have been signed by the Company or another Guarantor, or will prevent any sale or conveyance and delivered to the Trustee. All of the property 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 a Guarantor this Indenture as an entirety or substantially as an entirety to though all of such Subsidiary Guarantees had been issued at the Company or another GuarantorIssue Date.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger 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 such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of 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 to the Trustee, of the Note Guarantee 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article Articles 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent shall prohibit any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary of the Company. (b) Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor shall sell or otherwise dispose of all or substantially all of its assets to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or a Restricted Subsidiary of the Company), whether or not affiliated with such Guarantor, unless, (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) subject to Section 10.04 hereof, the Person acquiring the property in any such sale or disposition, or the Person formed by or surviving any such consolidation or merger, assumes all of the obligations of the Guarantor under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement on the terms set forth herein or therein pursuant to a supplemental indenture satisfactory to the Trustee; or (B) the 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. (c) From and after such time as Parent executes a supplemental indenture and a Guarantee, Parent 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 Parent is the surviving Person), another Person (other than the Company or a Restricted Subsidiary of the Company) unless, (i) immediately after giving effect to such transaction, no Default or Event of Default exists, and (ii) subject to Section 10.04 hereof, the Person acquiring the property in any such sale or disposition, or the Person formed by or surviving any such consolidation or merger, assumes all of the obligations of Parent under this Indenture, its Guarantee and, if applicable, the Registration Rights Agreement on the terms set forth herein or therein pursuant to a supplemental indenture satisfactory to the Trustee.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or will not consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person)) any other Person or sell, another convey, transfer or lease its properties and assets substantially as an entirety to any Person, other than the Company or another Guarantor, unless: (1i) the successor or purchaser (if other than the Issuer or another Guarantor) is a corporation, partnership, limited liability company or trust organized under the laws of the United States or any state thereof or the District of Columbia; (ii) the successor or purchaser (if other than the Issuer or another Guarantor) expressly assumes such Guarantor’s obligations on its Guarantee under a supplemental indenture and the performance or observance of every covenant of the Guarantor under this Indenture; (iii) immediately after giving effect to the transaction and treating any Debt which becomes the Guarantor’s or any of its Subsidiaries’ obligation as a result of such transaction as having been incurred by such Guarantor or series such Subsidiary at the time of related transactionssuch transaction, no Default or Event of Default existsDefault, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (2iv) either: (A) the Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating compliance with the requirements of the preceding clauses (i) such Guarantor is the surviving Person of such consolidation or merger or ), (ii) and (iii), and, to the Person acquiring extent that the properties or assets in any such sale or other disposition or preceding clause (ii) is applicable, to the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all effect that the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a applicable supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenturehas been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor or purchaser (subject to the Trustee and satisfactory in form to the Trusteecustomary enforceability exceptions). Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the Note Guarantee properties and assets of a Guarantor substantially as an entirety to any Person in accordance with this Section 10.3, the due and punctual performance of all of the covenants and conditions of this Indenture successor formed by such consolidation or into or with which such Guarantor is merged or to be performed by the Guarantorwhich such sale, such successor Person will conveyance, transfer or lease is made shall succeed to to, and be substituted for the for, such Guarantor with the same effect as if it had been named herein as a GuarantorGuarantor herein; and the predecessor shall be automatically and unconditionally released from all obligations under this Indenture and the Securities provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee. 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. Except as set forth in Article 4 and Article 5 V hereof, and notwithstanding clauses (Ai), (ii), (iii) and (Biv) immediately above, nothing contained in this Indenture or in any of the Notes will Securities shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor, or will shall prevent any sale sale, conveyance, transfer or conveyance lease of the property properties or assets 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 (a) Nothing contained in Section 10.05 hereof, no this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless the Company or another Guarantor or shall prevent any sale of whether assets 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 Four and Article Five hereof, nothing contained in this Indenture or in any of the surviving Person), another Person, Securities shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Company or another Guarantor (whether or not affiliated with the Guarantor) or shall prevent any sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, unless: to a corporation or corporations other than the Company or another Guarantor (1whether or not affiliated with the Guarantor); provided, however, that, (i) immediately after such transaction, and giving effect to thereto such transaction does not (A) violate any covenants set forth herein or series of related transactions, no (B) result in a Default or Event of Default exists; and (2) either: (A) (i) such Guarantor under this Indenture that is the surviving Person of such consolidation or merger or continuing, and (ii) the Person acquiring the properties or assets in upon any such consolidation, merger, sale or other disposition or conveyance, the Person formed Guarantee set forth in this Article Ten, 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 such Guarantor) unconditionally assumes all , shall be expressly assumed (in the obligations of such event that the Guarantor under this Indenture (including its Note Guarantee) pursuant to a is not the surviving corporation in the merger), by supplemental indenture satisfactory in form to the Trustee; or (B) , executed and delivered to the Trustee, by the corporation formed by such transaction consolidation, or series of transactions does not violate into which the provisions of Section 4.10 hereofGuarantor shall have merged, or by the corporation 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 to the Trustee, Trustee of the Note Guarantee 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 will corporation 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 amounts described in subclause (C) of Section 4.03 any such successor corporation shall only be deemed to have succeeded to and be substituted for any Guarantor with respect to periods subse- quent to the effective time of such merger, consolidation or transfer of assets. (c) The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.04. Except Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained provided in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 GuarantorArticle Ten.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or not: (1) consolidate with or merge with or into another Person (regardless of whether or not such Guarantor is the surviving Person), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in one or more related transactions, to another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and (2b) either: (A) (i) such Guarantor is the surviving Person of such consolidation or merger or (ii1) the Person acquiring the properties or assets in any such sale sale, assignment, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) unconditionally assumes all the obligations of such that Guarantor under this Indenture (including its Note Guarantee) Guarantee and the Note Documents pursuant to a supplemental indenture and joinder, in form reasonably satisfactory to the TrusteeTrustee or Collateral Agent, as applicable; or (B2) the Net Proceeds of such transaction or series of transactions are applied in a manner that does not violate the provisions of Section 4.10 4.16 hereof. 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 to the Trustee, of the Note Guarantee of the 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 will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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 (a) Nothing contained in Section 10.05 hereof, no this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into Publishing or another Person that is a Guarantor as of the Issue Date or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to Publishing or another Person that is a Guarantor as of the Issue Date. (regardless b) Except as set forth in Articles Four and Five hereof, nothing contained in this Indenture or in any of the Senior Notes shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than Publishing or another Person that is a Guarantor as of the Issue Date (whether or not affiliated with such Guarantor is the surviving PersonGuarantor), another Personor successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to a corporation other than the Company Publishing or another Person that is a Guarantor as of the Issue Date (whether or not affiliated with such Guarantor); provided, unless: however, that, subject to Sections 11.04 and 11.06(a), (1i) such transaction does not violate any covenants set forth in Articles Four and Five hereof, (ii) immediately after such transaction, and giving effect to such transaction or series of related transactionsthereto, no Default or Event of Default exists; and shall have occurred as a result of such transaction and be continuing, (2iii) either: upon any such consolidation, merger, sale or conveyance, the 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 such Guarantor, shall be expressly assumed (A) (i) such in the event that the Guarantor is not the surviving Person of such consolidation or merger or (ii) corporation in the merger), by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person acquiring formed by such consolidation, or into which the properties Guarantor shall have merged, or assets in any by the Person that shall have acquired such property, and (iv) Parent shall have delivered to the Trustee an officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale or other disposition or conveyance and such indenture comply with this Indenture, that the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under this Indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such transaction or series of transactions does not violate the provisions of Section 4.10 hereofagrees to be bound hereby, and that all conditions precedent herein provided to such transaction have been satisfied. In the 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 to the Trustee, Trustee of the Note Guarantee 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 will shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Article 4 and Article 5 hereof, and notwithstanding clauses (A) and (B) immediately above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or 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.