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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1i) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2ii) either: (A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents Indenture and the Intercreditor Agreement Security Documents on the terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Collateral Documentssecurity documents in form and substance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (ii)(A) and 11.04(2)(b(B) hereofabove, 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 11.05 hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents Indenture and the Intercreditor Agreement Subsidiary Guarantees pursuant to a supplemental indenture and appropriate Collateral Documentssubstantially in the form set forth in Exhibit E hereto; or (Bb) any such sale is permitted under Section 4.10 hereof and 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee on the Registration Rights Agreementterms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 this Section 11.05 hereof9.03, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) 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 the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Issuer 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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. Except as otherwise provided in Section 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person (if other than that Guarantor, the Company or another Guarantor) formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale sale, other disposition, consolidation or other disposition are applied in accordance merger complies with the applicable provisions of Section 4.10 hereof4.10. In case of any such consolidation, merger, sale or conveyance and upon the assumption (if required by the foregoing provisions of this Section 11.04) 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 Articles 4 and 5 hereof5, and notwithstanding the foregoing provisions of this Section 11.04(2)(a) and 11.04(2)(b) hereof11.04, 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 in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets in an Asset Sale to, or consolidate with or merge with or into (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 that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 this Indenture, provided, however, that the transfer, sale or other disposition of all or substantially all of the assets of, directly or indirectly, the Company and the Guarantors as a whole will be governed by Article 5 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 11.04 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.04 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 the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with (and to the extent required by) the applicable provisions of Section 4.10 hereofthis Indenture and the Security Documents. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no No Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless: (1a) subject to the other provisions of this Section the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, the Registration Rights Agreement and the Guarantee on the terms set forth herein or therein; (b) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Ac) the Person acquiring the property in any Company would be permitted, immediately after giving effect to such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations transaction, to incur at least $1.00 of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement additional Indebtedness (other than Permitted Indebtedness) pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereof4.09. -104- 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding Section 11.04(2)(aclause (c) and 11.04(2)(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note GuaranteeGuarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee, under this Indenture, the Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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. The Company may permit any Guarantor to consolidate or merge, or convey, transfer or lease all or substantially all of the assets of such Guarantor, if such transaction would result in the release of the Note Guarantee of such Guarantor pursuant to Section 11.05 hereof. The Company may permit any Guarantor to merge with or into, or convey, transfer or lease all or substantially all its assets to, an Affiliate incorporated solely for the purpose of reincorporating such Guarantor in another jurisdiction.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 11.04 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2ii) either: (A1) subject to Section 11.04 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 the obligations Obligations of that Guarantor under this Indenture and its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (B2) the Net Proceeds of such sale or other disposition are applied in accordance with (and to the extent required by) the applicable provisions of Section 4.10 hereof. this Indenture and the Pledge Agreement. (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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a11.03(a)(ii) and 11.04(2)(b) hereofabove, 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, 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustee; or (B) the Net Proceeds of such asset sale or other disposition disposition, consolidation or merger 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofif any) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, on the Registration Rights Agreementterms set forth therein or herein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) the Net Proceeds of such sale or other disposition are applied applied, if required, 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no (a) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or not consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a one or more supplemental indenture indentures and other appropriate Collateral Documents; ordocuments satisfactory to the Trustee. (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereof. In case of any such consolidationconsolidation or merger involving a Guarantor under this Section 11.04 hereof, 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuers or another Guarantor. (d) Notwithstanding the foregoing, each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) unless immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect subject to that transactionSection 11.06 hereof, no Default or Event of Default exists; and either (2) either: (Ai) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of that Guarantor such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under its Note Guaranteethe Notes, this Indenture, the Registration Rights AgreementGuarantee, the Collateral Security Documents and the Intercreditor Registration Rights Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or on the terms set forth herein or therein or (Bii) the Net Proceeds of such a sale or other disposition are applied in accordance with Sections 3.09 and 4.10 hereof and (b) if such merger or consolidation is with a Person other than either of the applicable provisions Issuers or a Restricted Subsidiary, immediately after giving effect to such transaction, no Default or Event of Section 4.10 hereofDefault exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon or annexed to 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon or annexed to all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company either Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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 hereofhereof to the extent that such sale or disposition constitutes an Asset Sale. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer, Parent or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance unless it complies with the applicable provisions of Section 4.10 hereof5.01(b) of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Issuer 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company Parent or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights Agreement, the Second-Lien Notes Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsother agreements reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureindenture or other agreements, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon and the Second-Lien Notes Collateral Documents and the due and punctual performance of all of the covenants and conditions of this Indenture and the Second-Lien Notes Collateral Documents 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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. Except as otherwise provided in Section 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Express or another Subsidiary Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, on the Registration Rights Agreementterms set forth therein or herein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 Express or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company Express or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell may, directly or indirectly, sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Partnership or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property properties or assets in any such sale sale, assignment, transfer, conveyance or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note GuaranteeGuarantee and this Indenture on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale sale, assignment, transfer, conveyance, or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section Section 4.10 hereof. . (b) In case of any such consolidation, merger, sale sale, assignment, transfer, 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. 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 Partnership 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 Articles 4 and 5 hereof, and notwithstanding . (c) Notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof10.04(a)(2), 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 sale, assignment, transfer, or conveyance of the property 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. Except as otherwise provided in Section 11.05 hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof11.05) may sell or otherwise dispose of all or substantially all of its property and assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) the Person acquiring the property and assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all of the obligations of that such Guarantor under this Indenture, its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral DocumentsAgreement; or (Bb) the Net Proceeds (other than Excluded Net Proceeds) of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureindenture substantially in the form of Exhibit E, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes Trustee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person 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 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 evidenced will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued evidenced in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued evidenced at the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofof this Section 11.04, 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 Issuer or another Guarantor, 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 11.05 hereof10.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Co-Issuers or another Guarantor, unlessunless either: (1) immediately after giving effect subject to that transactionSection 10.05, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving or continuing following any such consolidation consolidation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, on the Registration Rights Agreementterms set forth therein or herein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (B2) such sale, other disposition, consolidation, amalgamation or merger is permitted and the Net Proceeds of such sale or other disposition if any and if required are applied in accordance with with, in each case, the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 4.10. (b) In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Co-Issuers 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 Articles 4 and 5 hereof. (c) This Section 10.04 will not apply to (i) any sale, and notwithstanding Section 11.04(2)(aassignment, transfer, conveyance, lease or other disposition of assets between or among the Parent Guarantor, the Co-Issuers and/or any other Guarantor, (ii) and 11.04(2)(b) hereofany consolidation, nothing contained in this Indenture amalgamation or in any of the Notes will prevent any consolidation other combination or merger of a Guarantor with or into an Affiliate for purpose of changing the Company or another legal domicile of such Guarantor, reincorporating such or will prevent any sale or conveyance changing the legal form of such Guarantor in another jurisdiction so long as the amount of Indebtedness of the property Parent Guarantor and its Restricted Subsidiaries is not increased thereby, (iii) any consolidation, amalgamation or other combination, merger or transfer of a Guarantor as an entirety all or substantially as an entirety part of the properties and assets of any Restricted Subsidiary to or with any of the Company Parent Guarantor, the Co- Issuers or another GuarantorGuarantors, (iv) any consolidation, amalgamation or other combination, merger or transfer of all or part of the properties and assets of any Restricted Subsidiary to or with any other Restricted Subsidiary and (v) the Transactions, any Permitted Reorganization, any Permitted Change of Control or IPO Reorganization Transaction.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof11.05) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture substantially in the form of Exhibit E and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are or will be applied in accordance with the applicable 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 indentureindenture substantially in the form of Exhibit E, 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 evidenced will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued executed in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued executed at the date of the execution hereofIssue Date. Except as set forth in Articles 4 IV and 5 hereofV, and notwithstanding Section 11.04(2)(a11.04(2)(A) and 11.04(2)(b) hereof11.04(2)(B), 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofmay not: (A) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) 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 that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, Indenture and (if then in effect) the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsa supplement to the Registration Rights Agreement, in form reasonably satisfactory to the Trustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of a manner that does not violate 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 Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, (x) 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 Guarantor and (y) such 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 Guarantee 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 Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 10.04(b)(i) and 11.04(2)(b(ii) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell sell, assign, transfer, convey or otherwise dispose of 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 (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, Indenture and (if then in effect) the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsa supplement to the Registration Rights Agreement, in form reasonably satisfactory to the Trustee; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of a manner that does not violate 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 Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 10.04(b)(i) and 11.04(2)(b(ii) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and its Note Guarantee on the Intercreditor Agreement terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Collateral DocumentsDocuments in form and substance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person) ), or sell, assign, convey or otherwise dispose of all or substantially all of the properties or assets of such Guarantor in on or more related transactions, to another Person, in each case other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and; (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentsin form reasonably satisfactory to the Trustee; or (B2) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of transactions does not violate Section 4.10 hereof; and (c) the Company or the Guarantor delivers to the Trustee and Officers’ Certificate to the effect that the transaction or series of transactions is permitted by this Indenture. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (b)(1) and 11.04(2)(b(2) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets (including, in each case, by operation of or as a result of an LLC Division) to, or consolidate with or merge with or into (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 that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition (including, in each case, by operation of or as a result of an LLC Division) or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) such sale or other disposition is permitted under this Indenture and 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. The foregoing requirements of this paragraph shall not apply to a reincorporation of a Guarantor if, in the good faith determination of the Board of Directors of the Guarantor, whose determination shall be evidenced by a board resolution delivered to the Trustee, the principal purpose of such transaction is to change the jurisdiction of organization of such Guarantor and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, indenture executed and delivered to the Trustee and satisfactory in form 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not such Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no (a) A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (Aa) 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 the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and other appropriate Collateral Documentsdocuments satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereof. . (b) In case of any such consolidation, merger, sale or conveyance of or involving a Guarantor under this Section 11.04 hereof, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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, 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 Issuers or another GuarantorXxxxxxxxx. (x) Notwithstanding the foregoing, each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either:: 84 (A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the any applicable Collateral Documents and its Note Guarantee on the Intercreditor Agreement terms set forth herein or therein, pursuant to a supplemental indenture and appropriate Collateral DocumentsDocuments in form and substance reasonably 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 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 12.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company MagnaChip or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 12.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreements on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no No Subsidiary Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Subsidiary Guarantor unless: (1a) immediately after giving effect subject to that transactionthe other provisions of this Section, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia, and unconditionally assumes all the obligations of that Guarantor under its Note Guaranteesuch Subsidiary Guarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documents; orsubstance reasonably satisfactory to the Trustee, under the Notes of each applicable series, this Indenture and the Guarantee on the terms set forth herein or therein; (Bb) immediately after giving effect to such transaction, no Default or Event of Default exists under this Indenture; and (c) the Net Proceeds Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of such sale or additional Indebtedness (other disposition are applied in accordance with than Permitted Indebtedness) pursuant to the applicable provisions first paragraph of Section 4.10 hereof4.03(a). In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by one or more supplemental indentureindentures, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes of each applicable series 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 will shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary 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 of each applicable series issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5 hereofV, and notwithstanding Section 11.04(2)(aclause (c) and 11.04(2)(b) hereofabove, nothing contained in this Indenture or in any Notes of the Notes will any series shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not such Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Subsidiary Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section this Indenture, including without limitation, Sections 3.09 and 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 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. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Suburban Propane or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Ai) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note GuaranteeGuarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; or (Bii) 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 9.11 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 VII and 5 IX hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(b(2) hereofabove, 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 Suburban Propane 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 Suburban Propane or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Guarantor, or unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof11.06, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights AgreementAgreement and, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set forth herein or therein; orand (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 Nothing contained in Section 11.05 hereof, no Guarantor (other than this Agreement or in any of the Notes shall prevent any consolidation or merger of a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell a corporation or otherwise dispose corporations (whether or not a member of all the Ampex Group or substantially all of its assets tothe Sherborne Group), or successive consolidations or mergers in which a Guarantor or its successor or successors shall be a party or parties; provided however, that, with the exception of the possible consolidation of, or merger between, Buffalo Color Corporation (or any successor thereto) and SGI, each Guarantor hereby covenants and agrees that it shall not consolidate with or merge with or into (whether any other member of the Ampex Group or not the Sherborne Group if such other member is subject to Loan Document Limitations which would impair its ability to perform the Obligations of the Guarantor hereunder to a greater extent than the Loan Document Limitations to which the Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default existssubject; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving , provided further, that each Guarantor hereby covenants and agrees that upon any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenturemerger, the Registration Rights AgreementGuarantee endorsed on the Notes and shares of Series A Preferred Stock, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed by such Guarantor, shall be expressly assumed (in the event that such Guarantor is not the surviving corporation in the merger), by supplemental agreement satisfactory in form to Hillside, executed and delivered to Hillside, by the surviving corporation or the corporation formed by such consolidation or merger. In addition, the Collateral Documents Guarantor shall deliver to Hillside an Officer’s Certificate and the Intercreditor Agreement pursuant an opinion of counsel, each stating that such merger or consolidation complies with this Section 3.3 and that all conditions precedent herein provided relating to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereoftransaction have been satisfied. In the case of any such consolidation, consolidation or merger, sale or conveyance and upon the assumption by the successor Personcorporation, by supplemental indentureagreement, executed and delivered to the Trustee Hillside and satisfactory in form to the TrusteeHillside, of the Note Guarantee endorsed upon the Notes and the shares of Series A Preferred Stock 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 corporation shall succeed to and be substituted for the Guarantor Guarantor, with the same effect as if it had been named herein as a Guarantor. Such aforementioned successor Person corporation thereupon may cause to be signed shall sign any or all of the Note Guarantees to be endorsed upon all of the Notes and the shares of Series A Preferred Stock issuable hereunder which theretofore shall not have been signed and delivered by the Company and delivered to the TrusteeIssuer. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture Agreement as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture Agreement as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, nothing contained Nothing in this Indenture or in any Section 3.3 shall limit the effectiveness 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 GuarantorSection 3.1.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate consolidate, amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Guarantor unless: (1a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2b) either:: 95 (A1) the Guarantor is the surviving Person, or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture satisfactory to the Trustee and appropriate Collateral Documentscompletes all other required documentation; or (B2) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereof. ; In case of any such consolidation, amalgamation, merger, sale or conveyance and upon the assumption by the successor PersonPerson (where applicable), 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unlessunless either: (1) immediately after giving effect subject to that transactionSection 10.05 hereof, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its the Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents Guarantees and the Intercreditor Agreement Notes Documents on the terms set forth herein or therein, pursuant to a supplemental indenture in form and appropriate substance reasonably satisfactory to the Trustee and the Collateral DocumentsTrustee; or (B2) the Net Proceeds of such sale or other disposition disposition, if any, 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 Person, by supplemental indenture, executed and delivered to the Trustee and the Collateral Trustee and satisfactory in form to the Trustee and the Collateral 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(b(2) hereofof 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 in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (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 that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property properties or assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under under, the Notes, its Note Guarantee, this Indenture, Indenture and (if still in effect) the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsin form reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance transaction complies with the applicable 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 endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof10.02 of this First Supplemental Indenture, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.02 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, merger or merger amalgamation unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents Guarantee and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustees; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation, Section 4.10 hereof4.07 of this First Supplemental Indenture. In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee Trustees and satisfactory in form to the TrusteeTrustees, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this the 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 TrusteeTrustees. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereofof this First Supplemental Indenture, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, nothing contained in this the Indenture or in any of the Notes will prevent any consolidation consolidation, merger or merger amalgamation 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) is a corporation, partnership or limited liability company, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations Obligations of that Guarantor under this Indenture and its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of disposition, if any, does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell may, directly or otherwise dispose of all or substantially all of its assets toindirectly, or consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person) ), or 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, in each case other than the Company or another Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the property 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 assumes all the obligations of that (if other than a Guarantor) becomes a Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentsin a form reasonably satisfactory to the Trustee; or (B2) the Net Proceeds such transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of transactions does not violate Section 4.10 hereof. In case of any such consolidation, merger, sale consolidation or conveyance merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (b)(1) and 11.04(2)(b(2) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or another Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture substantially in the form attached as Exhibit E hereto, all the obligations of such Guarantor under this Indenture, its Note Guarantee and appropriate Collateral the other Note Documents; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of transaction does not violate Section 4.10 4.11 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (2)(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) such sale or other disposition is permitted under this Indenture and 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. The foregoing requirements of this paragraph shall not apply to a reincorporation of a Guarantor if, in the good faith determination of the Board of Directors of the Guarantor, whose determination shall be evidenced by a board resolution delivered to the Trustee, the principal purpose of such transaction is to change the state of incorporation of such Guarantor and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, 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 Articles 4 IV and 5 V hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof11.04 hereof and subject to Section 5.01, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.04 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 the obligations of that Guarantor under this Indenture and its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with (and to the extent required by) the applicable provisions of Section 4.10 hereof. this Indenture and the Security Documents. (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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. . (c) Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1) immediately after giving effect to that transactionsuch transactions, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustee; or (B) the Net Cash Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the applicable provisions of Section 4.10 hereof; and (3) the Company delivers, or causes to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 IV and 5 V hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(b(2) hereofabove, 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 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) . immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) . either: (A) a. subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture its Note Guarantee and appropriate Collateral DocumentsDocuments pursuant to agreements reasonably satisfactory to the Trustee; or (B) 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. 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. 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 on the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, Agreement and the Collateral Documents and the Intercreditor Agreement Agreements pursuant to a supplemental indenture and appropriate Collateral DocumentsAgreements; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture or as otherwise required by the Intercreditor Agreement. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee on the Registration Rights Agreementterms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, and this IndentureSupplemental Indenture on the terms set forth herein or therein, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustee; or (B) the Net Proceeds of such asset sale or other disposition disposition, consolidation or merger are applied in accordance with the applicable provisions of this Supplemental 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 endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Supplemental Indenture to be performed by the Guarantor, such successor Person 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 Supplemental Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Supplemental Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, nothing contained in this Supplemental 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 11.05 hereof, no A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its their assets (other than assets determined to be held by such Guarantor as a qualified intermediary on behalf of third-party taxpayers pursuant to Internal Revenue Code Section 1031) to, or amalgamate or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another GuarantorCompany, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property assets in any such sale or disposition or the Person formed by or surviving any such amalgamation, consolidation or merger assumes all the obligations of that such Guarantor under its this Indenture and a Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Guarantee pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) reasonably satisfactory to the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofTrustee. 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 Securities 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 Securities 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsin form reasonably satisfactory to the Trustee; or (Bb) if applicable, 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. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofmay not: (1) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (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 that transactionsuch transaction or series of transactions, no continuing Default or Event of Default exists; and (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentsindenture, in form reasonably satisfactory to the Trustee; or (B2) the Net Proceeds transaction or series of such sale or other disposition are applied in accordance with the applicable provisions of transactions does not violate 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 Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (b)(1) and 11.04(2)(b(2) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral DocumentsDocuments pursuant to agreements reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 on the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofthe Company) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation consolidation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance satisfactory to the Trustee; or (Bb) 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; provided that this paragraph will not apply to the Xxxxxxx Sale, the other Permitted Reorganization Transactions or the Joint Venture Transactions. 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 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 Issuer 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture its Note Guarantee and appropriate Collateral Documents; or (Bb) the Net Proceeds (other than Excluded 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral DocumentsDocuments satisfactory to the Trustee and Collateral Agent; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthe indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a11.04(2)(A) and 11.04(2)(b11.04(2)(B) hereof, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustee; or (Bb) 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. 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. 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. In making its determination pursuant to this Section 11.04, the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that (a) such consolidation, merger, sale or conveyance complies with the terms of this Indenture in all material respects, and (b) the applicable supplemental indenture (i) has been duly authorized, executed and delivered by, and is enforceable against the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (the “New Guarantor”), and (ii) will cause all of the obligations of the applicable Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement to be fully and completely assumed by such New Guarantor or that such New Guarantor will succeed to and be substituted for the applicable Guarantor with the same effect as if it had been named herein as a Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property properties or assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a Guarantor, or unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) 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 the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee and, if necessary, a supplemental registration rights agreement; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 Article 5 and Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unlessunless either: (1) immediately after giving effect subject to that transactionArticle 5 and Section 10.05 hereof, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its the Note GuaranteeGuarantees and this Indenture on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate substance reasonably satisfactory to the Trustee and the Collateral DocumentsTrustee; or (B2) subject to Article 5, the Net Proceeds net proceeds of such sale or other disposition disposition, if any, are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In Subject to Article 5, 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 the Collateral Trustee and satisfactory in form to the Trustee and the Collateral Trustee, of the Note Guarantee endorsed upon the such series of 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 of such series 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(b(2) hereofof 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 in Section 11.05 hereof, no A Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless: (1a) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2b) either: (Ai) 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 the obligations of that Guarantor under its Note Guaranteesuch Guarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentssatisfactory to the Trustee; or (Bii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no U.S. Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such U.S. Guarantor is the surviving Person) another Person, other than the Company or another U.S. Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default existshas occurred and is continuing; and (2) either: (Aa) subject to Section 10.05 hereof, such U.S. Guarantor is the surviving Person or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that U.S. Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsindenture; or (Bb) the Net Available Proceeds of such sale or other disposition are applied in accordance with the applicable 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 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 U.S. Guarantor, such successor Person will succeed to and be substituted for the U.S. Guarantor with the same effect as if it had been named herein as a U.S. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a U.S. Guarantor with or into the Company or another U.S. Guarantor, or will prevent any sale or conveyance of the property of a U.S. Guarantor as an entirety or substantially as an entirety to the Company or another U.S. Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 11.05 hereof14.05 and clause (b) below, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless: (1) , immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) has occurred and is continuing and either: (Ai) such Guarantor is the surviving Person or 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 the obligations of that Guarantor under its Note Guarantee, this the Indenture, the Registration Rights Agreement, its Subsidiary Guarantee and the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral DocumentsDocuments reasonably satisfactory to the Trustee; or (Bii) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereof10.14. In the case of any such sale of substantially all of the assets to or, consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Note Subsidiary Guarantee endorsed upon the Notes of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the such Guarantor, such successor Person will shall succeed to and be substituted for the such Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the 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 Subsidiary Guarantees so issued will shall in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a. (b) and 11.04(2)(b) hereof, nothing contained in this Indenture or in The Subsidiary Guarantee of a Guarantor shall be released upon the occurrence of any of the Notes will prevent following and receipt by the Trustees of an Officers' Certificate to such effect: (i) any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or merger otherwise) by the Company or a Subsidiary of the Company to a Person other than the Company or any Restricted Subsidiary, if the sale or other disposition complies with Section 10.14 hereof; (ii) any sale or other disposition of all other Capital Stock of a Guarantor with or into by the Company or another Guarantor, or will prevent any sale or conveyance a Subsidiary of the property of Company to a Guarantor as an entirety or substantially as an entirety to Person other than the Company or another Guarantor.any Restricted Subsidiary, if the sale or other disposition complies with Section 10.14 hereof; (iii) if the Company designates that Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; and

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof11.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof11.05) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 indentureindenture substantially in the form of Exhibit E, 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 evidenced will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued executed in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued executed at the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof5, and notwithstanding Section 11.04(2)(a11.04(2)(A) and 11.04(2)(b) hereof11.04(2)(B), 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. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than (i) the Company or another GuarantorGuarantor or (ii) an Affiliate of the Company solely for the purpose of reincorporating or reorganizing in the United States or any state thereof, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee on the Registration Rights Agreementterms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable 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 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 will not have been signed by the Company Issuer 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(a) and 11.04(2)(b) hereof, 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 any 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 any Guarantor. Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee and each Collateral Agent will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any such release, termination or discharge.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofmay not: (A) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person), or (B) 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 that transactionsuch transaction or series of transactions, no Default or Event of Default exists; and (2b) either: (Ai) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) unconditionally assumes all the obligations of that Guarantor under its the Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate joinder, in form reasonably satisfactory to the Trustee or Collateral DocumentsAgent, as applicable; or (Bii) the Net Proceeds of such sale transaction or other disposition series of transactions are applied in accordance with the applicable provisions of a manner that does not violate 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 Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, (x) 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 Guarantor and (y) such 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 Guarantee 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 Guarantee had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 10.04(b)(i) and 11.04(2)(b(ii) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 11.06 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights Agreement, the Notes Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documentsagreements reasonably satisfactory to the Trustee; or (Bb) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureindenture or other agreements, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon and the Notes Collateral Documents and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes Collateral Documents 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:80 (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 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 Issuers or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereofmay not: (1) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (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 Guarantor, unless: (1a) immediately after giving effect to that transactionsuch transaction or series of transactions, no continuing Default or Event of Default exists; and; (2b) either: (A1) subject to Section 10.05 hereof, the Person acquiring the property 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 the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, Guarantee and this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement Indenture pursuant to a supplemental indenture and appropriate Collateral Documentsindenture, in form reasonably satisfactory to the Trustee; (2) the transaction or series of transactions is made in compliance with Section 4.10 hereof; or (B3) the Net Proceeds Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such sale or other disposition are applied in accordance transaction and such supplemental indenture (if any) comply with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance other disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon of the Notes Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (b)(1) and 11.04(2)(b(2) hereofabove, 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 other disposition of the property properties or assets of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture and its Note GuaranteeGuarantee on the terms set forth herein or therein, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(A) and 11.04(2)(b(B) hereofabove, 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 11.05 hereof10.05, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note GuaranteeGuarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set forth herein or therein; orand (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Subsidiary Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and; (2) either:if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and existing under the laws of the United States of America, any state or territory thereof or the District of Columbia; (A3) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger Successor Guarantor, if not already a Subsidiary Guarantor, expressly assumes all the obligations of that such Subsidiary Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents Notes and the Intercreditor Agreement its Note Guarantee pursuant to a supplemental indenture and appropriate Collateral Documentsor other documents or instruments in form reasonably satisfactory to the Trustee; orand (B4) if such Subsidiary Guarantor does not continue as a Subsidiary of Issuer or Superior Energy, the Net Proceeds net proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofthis Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor PersonSuccessor Guarantor, 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 Successor Guarantor will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person Successor Guarantor thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(bthrough (4) hereofabove, 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. Except as otherwise provided in Section 11.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:80 (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Suburban Propane or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note GuaranteeGuarantor, this Indenture, the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee, under this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; orand (Bb) 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. 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. Such successor Person thereupon may cause to be signed any or all of the Note Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company Suburban Propane and delivered to the Trustee. All the Note Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (a) and 11.04(2)(b(b) hereofabove, 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 Suburban Propane 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 Suburban Propane or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 11.05 hereofAny Guarantor may consolidate or merge with or into any other Person, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of sell, lease or transfer all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unlessif: (1) the Person formed by such consolidation or into which such Guarantor is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia; (2) the Person formed by such consolidation or into which such Guarantor is merged, or the Person which acquires by lease, sale or transfer all or substantially all of the property and assets of such Guarantor, agrees to pay the principal of, and any premium and interest on, the Notes, perform and observe all covenants and conditions of this Indenture by executing and delivering to the Trustee a supplemental indenture and assumes all of such Guarantor’s obligations under the registration rights agreement; and (3) immediately after giving effect to such transaction and treating indebtedness for borrowed money that becomes an obligation of such Guarantor or any of its Restricted Subsidiaries as a result of such transaction as having been incurred by such Guarantor or such Restricted Subsidiaries at the time of such transaction, no Default or Event of Default exists; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Registration Rights Agreement, the Collateral Documents shall have occurred and the Intercreditor Agreement pursuant to a supplemental indenture and appropriate Collateral Documents; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.10 hereofbe continuing. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indentureSupplemental Indenture, executed and delivered to the Trustee and satisfactory in form 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses (1) and 11.04(2)(b(2) hereofabove, 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 11.05 10.05 hereof, no Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to that such transaction, no Default or Event of Default exists; and (2) either: (Aa) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, its Note Guarantee and the Registration Rights AgreementAgreement on the terms set forth herein or therein, the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture in form and appropriate Collateral Documentssubstance reasonably satisfactory to the Trustee; or (Bb) 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. 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. 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 Articles 4 and 5 hereof, and notwithstanding Section 11.04(2)(aclauses 2(a) and 11.04(2)(b(b) hereofabove, 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.