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

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Guarantor to consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with the provisions of this Indenture.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall (a) Except as otherwise provided in this Section 11.5(a), a Guarantor may not permit any Guarantor to (1) consolidate with or merge with or into any Person (other than whether or not such Guarantor is the Company surviving Person) another Person; or another Guarantor(2) and shall not permit the conveyancesell, transfer assign, transfer, convey, lease or lease otherwise dispose of all or substantially all of the assets of any Guarantor its properties or assets; unless: (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Person remains Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if not the Company or other than such Guarantor) shall expressly assumeassumes all the obligations of such Guarantor under the Guarantee, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Event of Default exists; and (4) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entitydelivered, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating Counsel to the effect that such consolidation, merger merger, sale or transfer complies conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form to the Trustee , of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee Notwithstanding the foregoing, any Guarantor (A) may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor or (B) dissolve, liquidate or wind up its affairs if at that time it does not hold any material assets.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit Each Guarantor other than any Guarantor whose Guarantee is to consolidate be released in accordance with the terms if this Indenture will not consolidate, amalgamate or merge with or into (whether or not such Guarantor is the surviving entity) any Person (other than the Company or another GuarantorGuarantor (in each case, other than in accordance with Section 4.10 hereof) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if such Person remains other than the Guarantor) is a Guarantorcorporation, the resultinglimited partnership, surviving limited liability company or transferee Person will be a Person other entity organized and or existing under the laws of the United StatesXxxxxx Xxxxxx, any state of the United States thereof or the District of Columbia and or the laws of Canada or any province thereof; (2) the Person formed by or surviving any such Person consolidation, amalgamation or merger (if not other than the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such the Guarantor pursuant to a supplemental indenture, under its Subsidiary Guarantee, the Notes and this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; and (c4) the Company shall have Guarantor or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor), has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, amalgamation or merger or transfer complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that clause (4) will not be applicable to any Guarantor consolidating with, merging or amalgamating into or transferring all or part of its properties and assets to the Company or any Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor will not, and the Company shall will not cause or permit any Guarantor to to, 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), any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if such Person remains a Guarantor, other than the resulting, surviving Guarantor or transferee Person will be the Company): (i) is a Person organized and existing under the laws of the United States, States of America or any state of the United States thereof or the District of Columbia and such Person Columbia; and (if not the Company or such Guarantorii) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Indenture and any Collateral Documents to which such Guarantor is a party pursuant to a supplemental indenture substantially in the form of Exhibit G hereto and the Intercreditor Agreement in connection therewith shall execute and shall deliver such other agreements, cause such amendments, supplements or other instruments and Uniform Commercial Code financing statements to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve continue the validity and protect enforceability, and perfect or continue the perfection, of the Note Lien created under the Collateral Documents on the Note Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;Person; or (b2) immediately after giving effect to in the case of any such transactionsale or disposition (including by way of any such consolidation or merger), no Default of Event of Default shall have occurred and be continuingsuch sale or disposition complies with Section 4.16; and (c) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that the consummation of such consolidation, merger merger, sale, assignment, transfer, conveyance or transfer other disposition and, if such an assumption is required in connection with such transaction, such assumption, complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

Guarantors May Consolidate, etc., on Certain Terms. The Except as otherwise provided in Section 10.05 hereof, each Guarantor will not, and the Company shall will not cause or permit any Guarantor to to, amalgamate or consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyancesell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets other than the assets of Company or any other Guarantor unless: (a1) the entity formed by or surviving any such amalgamation, consolidation or merger (if other than such Person remains a Guarantor) or to which such sale, the resultinglease, surviving conveyance or transferee Person will be a Person other disposition shall have been made is an entity organized and or existing under the laws of the United States, States or any state of the United States State or territory thereof or the District of Columbia and or such Person other jurisdiction as such Guarantor was organized or existing under; (2) such entity (if not the Company or other than such Guarantor) shall expressly assume, assumes by supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of such the Guarantor under on its Subsidiary Note Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationamalgamation, merger consolidated, merger, sale, sale, assignment, transfer, lease, conveyance or transfer other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any amalgamation, merger or consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (with the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with Section 5.01(a)(4). In case of any such amalgamation, consolidation, merger, 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 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. 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 IV and V hereof, and notwithstanding clause 10.04(1) above, nothing contained in this Indenture or in any of the Notes will prevent any amalgamation, consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale, assignment, transfer, 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. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Agreement in connection with any transaction complying with Section 5.9) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, any state of the United States or any State thereof, the District of Columbia and or the jurisdiction in which such Person Guarantor is organized; (if not the Company or b) such Guarantorentity assumes (a) shall expressly assume, by supplemental indentureguarantee (in form and substance satisfactory to the Holders of a majority in principal amount of the outstanding Notes), executed and delivered to the Trusteeeach Holder, all of the obligations of such the Guarantor under its Subsidiary Guaranteethe Guarantee and, this Indentureto the extent applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Holders of a majority in principal amount of the outstanding Notes) executed and delivered to each Holder, all obligations of the Guarantor under the Security Documents and, to the extent applicable, the Intercreditor Agreement; and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (bc) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (cd) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with could satisfy the provisions of this IndentureSection 6.1(b). Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Wholly Owned Subsidiary of the Company need only comply with Section 6.1(d).

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 9.06, a Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction: (a) such Guarantor shall be the surviving Person or the surviving Person (if other than such Guarantor) (such Guarantor or such surviving Person, as the case may be, the “Surviving Guarantor”) formed by such merger, consolidation or amalgamation shall expressly assume, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, the notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by such Guarantor; (b) the Company shall deliver, or cause to be delivered, to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the indenture relating to such transaction or series of transactions have been satisfied; and (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default of or Event of Default shall have occurred and be continuing; and . The Surviving Guarantor shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under the Indenture. Except as set forth in Articles 4 and 5, and notwithstanding the foregoing, any Guarantor may (ci) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) merge with an Affiliate of the Company shall have delivered to solely for the Trustee an Officer’s Certificate and an Opinion purpose of Counselreincorporating or reorganizing the Guarantor in the United States, each stating that such consolidationany state thereof, merger the District of Columbia or transfer complies with any territory thereof or (iii) convert into a Person organized or existing under the provisions laws of this Indenturea jurisdiction in the United States.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any No Guarantor to may (1) consolidate with or merge with or into any Person Person, or (other than the Company 2) sell, convey, transfer, lease or another Guarantor) and shall not permit the conveyancedispose of, transfer or lease of all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the assets of any Guarantor Guarantor, unless: (aA) if such the other Person remains is the Company or any Restricted Subsidiary that is a Guarantor, Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person will be a Person organized and existing under the laws expressly assumes all of the United States, any state obligations of the United States Guarantor under its Guarantee of the Notes; and (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the District sale or disposition of Columbia and such Person all or substantially all the assets of the Guarantor (if not in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture. In case of any such Guarantor) shall expressly assumeconsolidation, 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, all of the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, Note Guarantee endorsed upon the Registration Rights Agreement, the related Collateral Documents Notes and the Intercreditor Agreement due and shall cause such amendments, supplements or other instruments punctual performance of all of the covenants and conditions of this Indenture to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected performed by the filing of 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 financing statement Guarantor. Such successor Person thereupon may cause to be signed any or a similar document under the Uniform Commercial Code or other similar statute or regulation all of the relevant states or jurisdictions; (b) immediately after giving effect Note Guarantees to such transaction, no Default be endorsed upon all of Event of Default the Notes issuable hereunder which theretofore shall not have occurred and be continuing; and (c) been signed by the Company shall have and delivered to the Trustee an Officer’s Certificate Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the provisions terms of this IndentureIndenture 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, 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. The Except as otherwise provided in Section 11.05, the Company shall will not permit any Guarantor to dissolve or liquidate nor consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving entity), convert into another form of entity, continue in another jurisdiction, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to or with or into the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) the Person formed by or surviving such consolidation, merger, conversion or continuation (if other than the Guarantor) or to which such Person remains a sale, assignment, transfer, lease, conveyance or disposition is made (the “Successor Guarantor, the resulting, surviving or transferee Person will be ”) is a Person (other than an individual) organized and existing under the same laws as the Guarantor was organized immediately prior to such transaction, or under the laws of the United States, any state of the United States or the District of Columbia Columbia; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture, the Security Documents, Registration Rights Agreement and its Note Guarantee pursuant to a supplemental indenture, appropriate modifications (if necessary) to the Security Documents and Note Guarantee; (3) no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such transaction or series of related transactions; and (4) the Company will have delivered to the Trustee a certificate from an Authorized Officer and an Opinion of Counsel, each stating that such consolidation or merger, conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and such Person supplemental indenture, Security Documents, Registration Rights Agreement and Note Guarantee, if any, comply with this Indenture and the Security Documents and that all conditions precedent provided for in this Indenture and the Security Documents relating to such transaction have been complied with; or (if b) the transaction does not violate the Company covenant described under Section 4.12. In case of any such consolidation or such Guarantor) shall expressly assumemerger, conversion or continuation, or sale, assignment, transfer, lease, conveyance or disposition and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, all of the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, Note Guarantee endorsed upon the Registration Rights Agreement, the related Collateral Documents Notes and the Intercreditor Agreement due and shall cause such amendments, supplements or other instruments punctual performance of all of the covenants and conditions of this Indenture to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected performed by the filing of 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 financing statement Guarantor. Such successor Person thereupon may cause to be signed any or a similar document under the Uniform Commercial Code or other similar statute or regulation all of the relevant states or jurisdictions; (b) immediately after giving effect Note Guarantees to such transaction, no Default be endorsed upon all of Event of Default the Notes issuable hereunder which theretofore shall not have occurred and be continuing; and (c) been signed by the Company shall have and delivered to the Trustee an Officer’s Certificate Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the provisions terms of this IndentureIndenture 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, 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. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guaranteethe Guarantee and, this Indentureto the extent applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and, to the extent applicable, the Intercreditor Agreement, and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of Section 5.01(2). Any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor or the Company need only comply with (A) clause (4) of Section 5.01 and (B) in the case of a merger or consolidation involving (x) the Company shall have delivered to as described in clause (ii) above, clause 1(b)(y) of the Trustee an Officer’s Certificate first paragraph of Section 5.01 and an Opinion (y) in the case of Counsela Guarantor as described in clause (ii) above, each stating that such consolidation, merger or transfer complies with the provisions clause (2) of this IndentureSection 10.04.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit Subject to Section 12.06 hereof, no Guarantor (including any Guarantor to existing or future Restricted Subsidiary that becomes an additional Guarantor) may consolidate with or merge with or into any Person (other than whether or not such Guarantor is the Company surviving Person) another Person, whether or another not affiliated with such Guarantor) and shall not permit the conveyance, transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the assets of Person formed by or surviving any Guarantor unless: such consolidation or merger (aif other than such Guarantor) if or to which such Person remains a Guarantorsale, the resultingassignment, surviving transfer, lease, conveyance or transferee Person will be other disposition shall have been made is a Person organized and existing under the laws of the United StatesStates of America, any state of the United States thereof, or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary GuaranteeGuarantor, this Indenture, the Registration Rights Agreement, the related Collateral Documents pursuant to a supplemental indenture in form and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred substance reasonably satisfactory to the surviving entityTrustee, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; Notes and this Indenture and (bii) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c) exists. In connection with any consolidation or merger contemplated by this Section 12.05, the Company shall have delivered deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, consolidation or merger and such supplemental indenture comply with this Article 12 and that all conditions precedent herein provided relating to such transaction have been complied with. The provisions of clause (i) of the preceding paragraph shall not apply if the Person formed by or surviving the relevant consolidation or merger or transfer complies with to which the provisions relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of this Indenturethe Company.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit Each Guarantor or Co-Issuer (other than the Company) other than any Guarantor or Co-Issuer whose Guarantee or obligation as a Co-Issuer, as the case may be, is to consolidate be released in accordance with the terms of this Indenture will not consolidate, amalgamate or merge with or into (whether or not such Guarantor or Co-Issuer is the surviving entity) any Person (other than another Co-Issuer (including the Company Company), another Guarantor or another Guarantora Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than in accordance with Section 4.10 hereof) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) such Guarantor or such Co-Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if such Person remains other than the Guarantor) is a Guarantorcorporation, the resultinglimited partnership, surviving limited liability company or transferee Person will be a Person other entity organized and or existing under the laws of the United States, any state of the United States thereof or the District of Columbia and or the laws of Canada or any province thereof; (b) the Person formed by or surviving any such Person consolidation, amalgamation or merger (if not the Company other than such Guarantor or such GuarantorCo-Issuer) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of the Guarantor or such Co-Issuer pursuant to a supplemental indenture, under the Notes and this Indenture and assumes all obligations of such Guarantor or such Co-Issuer under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Security Documents and the Intercreditor Agreement and shall cause pursuant to such amendments, supplements or other instruments required to be executed, filed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving each such entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (bc) immediately after giving effect to such transaction, no Default of or Event of Default exists; (d) to the extent any assets or property of such Guarantor or such Co-Issuer or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or such Co-Issuer) are property or assets of the type that would constitute Collateral, such surviving entity will take such action as may be reasonably necessary or required to cause such property and assets to be made subject to a Lien securing the Notes pursuant to this Indenture, the Security Documents and the First Lien Intercreditor Agreement in the manner and to the extent required by this Indenture or any of the Security Documents and the First Lien Intercreditor Agreement and shall have occurred take all reasonably necessary action so that such Lien is perfected, preserved and protected to the extent required by this Indenture, the Security Documents and the First Lien Intercreditor Agreement; (e) the Collateral owned by the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or such Co-Issuer) shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be continuingsubject to the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Liens and other Liens permitted under the covenant described under Section 4.12 hereof; and (cf) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor or transfer complies with such Co-Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made shall become a party to the provisions of this IndentureIntercreditor Agreements, to the extent then in effect, by joinder or supplement.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than the Company) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Note Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuing; the extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Guarantor to (a) From and after the Guarantee Effective Date, the Parent will not, directly or indirectly: (1) consolidate with or merge with or into any another Person (other than whether or not the Company Parent is the surviving corporation), or another Guarantor(2) and shall not permit the conveyancesell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of any Guarantor the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such Person remains a Guarantorsale, the resultingassignment, surviving transfer, conveyance or transferee Person will be a Person other disposition has been made is an entity organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia);; (2) the Person formed by or surviving any such Person consolidation or merger (if not other than the Company Parent) or the Person to which such Guarantor) shall expressly assumesale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, conveyance or other disposition has been made assumes all the obligations of such Guarantor the Parent under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Note Guarantee and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsIndenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c2) either: (A) (a) subject to Section 10.05 hereof, the Company shall have 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 Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in the form of Exhibit E; or (B) (b) such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. (d) 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 an Officer’s Certificate and an Opinion satisfactory in form to the Trustee, of Counselthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, each stating that such consolidation, merger or transfer complies successor Person will succeed to and be substituted for the Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(a) and (b) of this IndentureSection 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another 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 or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit Each Guarantor other than any Guarantor whose Guarantee is to consolidate be released in accordance with the terms of this Indenture will not consolidate, amalgamate or merge with or into (whether or not such Guarantor is the surviving entity) any Person (other than the Company or another GuarantorGuarantor or Restricted Subsidiary that becomes a Guarantor concurrently with the transaction (in each case, other than in accordance with Section 4.10 hereof) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) the Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if such Person remains other than the Guarantor) is a Guarantorcorporation, the resultinglimited partnership, surviving limited liability company or transferee Person will be a Person other entity organized and or existing under the laws of the United States, any state of the United States thereof or the District of Columbia and or the laws of Canada or any province thereof; (2) the Person formed by or surviving any such Person consolidation, amalgamation or merger (if not other than the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such the Guarantor pursuant to a supplemental indenture, under its Subsidiary Guarantee, the Notes and this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; and (c4) the Company shall have Guarantor or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor), has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such the consolidation, amalgamation or merger or transfer complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied; provided, however, that clause (4) will not be applicable to any Guarantor consolidating with, merging or amalgamating into or transferring all or part of its properties and assets to the Company or any Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Except as otherwise provided in Section 11.05 hereof, each Subsidiary Guarantor will not, and the Issuers will not permit any a Subsidiary Guarantor to to, consolidate with or with, merge with or into any Person (other than the Company into, or another Guarantor) and shall not permit the conveyancesell, transfer convey, transfer, lease or lease otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it (other than the assets of Issuers or any Guarantor Subsidiary Guarantor), unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing, and (2) either: (A) such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than such Person remains a Subsidiary Guarantor, the resulting, surviving ) formed by such consolidation or transferee Person will into which such Subsidiary Guarantor is merged or that acquired or leased its property and assets (i) shall be a Person corporation or limited liability company organized and validly existing under the laws of the United States, States of America or any state of the United States or the District of Columbia jurisdiction thereof and such Person (if not the Company or such Guarantorii) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all of its obligations on the obligations of such Guarantor Subsidiary Guarantee and under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Indenture and the Intercreditor Agreement and shall cause Notes Security Documents; provided that: (i) such Subsidiary Guarantor or the surviving entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Notes Security Documents on the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity; (ii) the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity, together with such financing statements or comparable documents as may applicable, shall (A) constitute Collateral under this Indenture and the Notes Security Documents; (B) be required subject to perfect any security interests the Priority Lien in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation favor of the relevant states or jurisdictions; Collateral Agent for the benefit of the Trustee and the Holders; and (bC) immediately after giving effect not be subject to such transaction, no Default of Event of Default shall have occurred and be continuingany Lien other than Permitted Liens; and (ciii) the Company property and assets of the Person which is merged or consolidated with or into such Subsidiary Guarantor or the surviving entity, as applicable, to the extent that they are property or assets or of the types which would constitute Collateral under the Notes Security Documents, shall have be treated as After-Acquired Property and such Subsidiary Guarantor or the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Lien of the Notes Security Documents in the manner and to the extent required in this Indenture; or (B) the transaction is not prohibited by Section 4.10 hereof. In case of any such consolidation, merger, 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 Guarantee 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 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 Subsidiary Guarantor shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counselcounsel, in each case stating that such consolidation, merger or transfer complies and such supplemental indenture (including any supplement to any Notes Security Document if required in connection with such transaction) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with. In such event, the Person formed by such consolidation or merger will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under the Indenture and its Subsidiary Guarantee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the provisions terms of this IndentureIndenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding the foregoing, nothing contained in this Indenture or in any of the notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into an Issuer or another Subsidiary Guarantor, or will prevent any sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to an Issuer or another Subsidiary Guarantor. Notwithstanding the foregoing, the Parent shall not merge or consolidate with or transfer all of its assets to, an Issuer or any Restricted Subsidiary if the Issuer or any Restricted Subsidiary will become an issuer or other obligor on the Existing Convertible Notes or any Indebtedness that is incurred to refinance, replace, renew or refund the Existing Convertible Notes (in whole or in part, on one or more occasions and from time to time).

Guarantors May Consolidate, etc., on Certain Terms. The Company (a) Nothing contained in this Indenture or in any of the Securities shall not permit prevent any consolidation or merger of a Guarantor to consolidate with or merge with or into the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company or shall prevent any Person sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except as set forth in Article Four, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company (whether or not affiliated with the Guarantor) and ), or shall not permit the conveyance, transfer prevent any sale or lease conveyance of all or substantially all of the assets of a Guarantor to a corporation other than the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company (whether or not affiliated with the Guarantor); provided, however, that, subject to Sections 11.03 and 11.05(a), either (x) the transaction is an Asset Sale consummated in accordance with Section 4.05 or (y) (i) the entity formed by or surviving any Guarantor unless: such consolidation or merger (aif other than such Guarantor) if or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia Columbia, (ii) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such Person transaction and be continuing, (if iii) each Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Guarantee of such Guarantor set forth in this Arti- cle Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, shall be expressly assumed (in the event that the Guarantor is not the Company or such Guarantor) shall expressly assumeSurviving Entity), by supplemental indentureindenture satisfactory in form to the Trustee, executed and delivered to the Trustee, all together with an Officers' Certificate of the obligations Company and an Opinion of Counsel stating that the transaction and such Guarantor under its Subsidiary Guarantee, supplemental indenture comply with this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement corporation formed by such consolidation, or a similar document under into which the Uniform Commercial Code Guarantor shall have merged, or other similar statute or regulation of by the relevant states or jurisdictions; corporation that shall have acquired such property and (biv) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have be in compliance with clause 2 of the first paragraph of Section 5.01. In the case of any such consolidation, merger, sale or conveyance that is not an Asset Sale consummated in accordance with Section 4.05, upon the assumption by the successor corporation, by supplemental indenture executed and delivered to the Trustee an Officer’s Certificate and an Opinion satisfactory in form to the Trustee, of Counselthe due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, each stating that such consolidation, successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Any merger or transfer complies consolidation of a Guarantor with and into the Company (with the provisions Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of this Indenturethe Company need only comply with clause (iv) of Section 5.01(a).

Guarantors May Consolidate, etc., on Certain Terms. The Company (a) No Guarantor shall not permit any Guarantor to sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) and shall not permit the conveyance), transfer or lease of all or substantially all of the assets of any Guarantor unless: (ai) if immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; (ii) either (1) such Guarantor is the surviving Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not other than the Company Guarantor), or to which such sale or other disposition is made (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, unconditionally assumes all the obligations of such that Guarantor under its Subsidiary Guaranteethe Notes, this Indenture, its Subsidiary Guarantee and any Security Documents to which such Guarantor is a party pursuant to a supplemental indenture substantially in the Registration Rights Agreementform of Annex B hereto or other documents or instruments in form reasonably satisfactory to the Trustee on terms set forth therein, or (2) such transaction or series of related transactions complies with the provisions of Section 4.10; (iii) if applicable, the related Collateral Documents and the Intercreditor Agreement and shall cause Successor Guarantor causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law Applicable Law to preserve and protect the Lien of the Security Documents on the any Collateral owned or transferred to such Successor Guarantor; (iv) any Collateral owned by or transferred to the surviving entitySuccessor Guarantor shall (1) continue to constitute Collateral under this Indenture and the Security Documents, together (2) be subject to a first-priority Lien in favor of the Collateral Agent for the benefit of the Holders of the Notes and (3) not be subject to any Lien other than Liens securing the Notes; and (v) the property and assets of the Person which is merged or consolidated with or into any Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property, and the Successor Guarantor shall take such financing statements or comparable documents action as may be required reasonably necessary to perfect any security interests cause such property and assets to be made subject to a first-priority Lien in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation favor of the relevant states or jurisdictions;Collateral Agent for the benefit of the Holders of the Notes. (b) immediately after giving effect to In the case of any such transactionconsolidation or merger and upon the assumption by the successor Person, no Default of Event of Default shall have occurred by supplemental indenture, executed and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion substantially in the form of CounselAnnex B hereto, each stating that of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, the applicable Guarantor, such consolidation, merger or transfer complies successor Person shall succeed to and be substituted for such Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Except as set forth in Articles IV and V, notwithstanding the restrictions described in the foregoing clause (a), nothing contained in this Indenture or in any of this Indenturethe Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. (a) The Company shall Issuers will not permit any Guarantor to consolidate with or merge with or into into, and will not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor to, any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person corporation, partnership, trust or limited liability company organized and existing under the laws of the United StatesStates of America, any state State of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Note Guarantee and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; andor; (c2) the Company shall have transaction is made in compliance with Section 4.10. (b) In the case of any such consolidation, merger, sale or other disposition that is subject to, and that complies with the provisions of, Section 10.04(a)(1) and in which the resulting, surviving or transferee Person is not the Guarantor, upon the assumption by the successor Person by a supplemental indenture executed and delivered to the Trustee an Officer’s Certificate of all obligations and an Opinion covenants under the Indenture (including the Note Guarantee) of Counselsuch Guarantor, each stating such successor Person will succeed to and be substituted for, and may exercise every right and power of, such Guarantor under the Indenture with the same effect as if such successor had been named as such Guarantor herein and shall be substituted for such Guarantor (so that from and after the date of such consolidationtransaction, merger or transfer complies with the provisions of this Indenturethe Indenture referring to “such Guarantor” shall refer instead to the successor and not to such Guarantor) and (except in the case of a lease) such Guarantor shall be discharged and released from all obligations and covenants under the Indenture (including the Note Guarantee) of such Guarantor. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor and such discharge and release of such Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in Section 12.05 hereof, no Subsidiary Guarantor to may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into any Person (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the surviving Person or any Restricted Subsidiary as a result of such transaction as having been incurred by the surviving Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists; and (2) either: (i) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if such Person remains other than a Subsidiary Guarantor) unconditionally assumes all the obligations of that Subsidiary Guarantor, pursuant to a supplemental indenture substantially in the resultingform of Exhibit E hereto and such other agreements as are reasonably satisfactory to the Trustee and the Collateral Trustee, surviving or transferee Person will be a Person organized and existing as applicable, under the laws of Notes, this Indenture and the United States, other Note Documents on terms set forth therein and (ii) any state of Collateral owned by or transferred to the United States Person acquiring the properties or assets in any such sale or other disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not other than the Company or such Subsidiary Guarantor) shall expressly assumecontinue to constitute Collateral under the Note Documents, subject to the Parity Liens; or (b) such sale or other disposition does not violate Section 4.10 hereof. In the 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 Guarantee endorsed upon the Notes and the due and punctual performance of all of the obligations covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for such 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 Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantor under its Subsidiary Guarantee, this Indenture, Guarantees had been issued at the Registration Rights Agreement, date of the related Collateral Documents execution hereof. Except as set forth in Articles 4 and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed5 hereof, and recorded in such jurisdictions as may be required by applicable law to preserve notwithstanding clauses 2(a) and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transactionabove, no Default nothing contained in this Indenture or in any of Event the Notes will prevent any consolidation or merger of Default shall have occurred and be continuing; and (c) a Subsidiary Guarantor with or into the Company shall have delivered 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 Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger Company or transfer complies with the provisions of this Indentureanother Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company (a) No Guarantor shall not permit any Guarantor to sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor) and shall not permit the conveyance), transfer or lease of all or substantially all of the assets of any Guarantor unless: (ai) if immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; (ii) either (1) such Guarantor is the surviving Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not other than the Company Guarantor), or to which such sale or other disposition is made (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, unconditionally assumes all the obligations of such that Guarantor under its Subsidiary Guaranteethe Notes, this Indenture, its Subsidiary Guarantee and any Security Documents to which such Guarantor is a party pursuant to a supplemental indenture substantially in the Registration Rights Agreementform of Annex A hereto or other documents or instruments in form reasonably satisfactory to the Trustee on terms set forth therein, or (2) such transaction or series of related transactions complies with the provisions of Section 4.10; (iii) if applicable, the related Collateral Documents and the Intercreditor Agreement and shall cause Successor Guarantor causes such amendments, supplements or other instruments to be executed, fileddelivered , filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law Applicable Law to preserve and protect the Lien of the Security Documents on the any Collateral owned or transferred to such Successor Guarantor; (iv) any Collateral owned by or transferred to the surviving entitySuccessor Guarantor shall (1) continue to constitute Collateral under this Indenture and the Security Documents, together (2) be subject to a first-priority Lien in favor of the Collateral Agent for the benefit of the Holders of the Notes and (3) not be subject to any Lien other than Liens securing the Notes or the Second Priority Notes; and (v) the property and assets of the Person which is merged or consolidated with or into any Successor Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property, and the Successor Guarantor shall take such financing statements or comparable documents action as may be required reasonably necessary to perfect any security interests cause such property and assets to be made subject to a first-priority Lien in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation favor of the relevant states or jurisdictions;Collateral Agent for the benefit of the Holders of the Notes. (b) immediately after giving effect to In the case of any such transactionconsolidation or merger and upon the assumption by the successor Person, no Default of Event of Default shall have occurred by supplemental indenture, executed and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion substantially in the form of CounselAnnex A hereto, each stating that of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, the applicable Guarantor, such consolidation, merger or transfer complies successor Person shall succeed to and be substituted for such Guarantor with the provisions of this Indenturesame effect as if it had been named herein as a Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall 3.1 Except as otherwise provided in this Section 3 and subject to certain limitations described in this Notation of Guarantee governing the release of the Guarantee upon the sale, disposition or transfer of the Guarantor, the Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (ai) such Guarantor is the surviving entity; or (y) the Person formed by or surviving any such consolidation or merger (if other than such Person remains Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (ii) the Successor Guarantor (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments Notation of Guarantee pursuant to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;written agreements; and (biii) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingunder the Notes exists; andor (cb) the Company shall have delivered to transaction does not violate Section 10(e) of the Trustee an Officer’s Certificate and an Opinion Notes. 3.2 In case of Counsel, each stating that any such consolidation, merger merger, sale or transfer complies conveyance and upon the assumption by the Successor Guarantor, by such executed documents as reasonably deemed sufficient by the Company, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Notation of Guarantee and the Notes to be performed by the relevant predecessor Guarantor, such Successor Guarantor shall succeed to and be substituted for such predecessor Guarantor with the provisions same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Notation of Guarantee and the Notes as the Guarantees theretofore and thereafter issued in accordance with the terms of this IndentureNotation of Guarantee and the Form of Global Note as though all such Guarantees had been issued at the date of the execution hereof. 3.3 Notwithstanding the foregoing, this Section 3 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets by a Guarantor to the Company.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.04 and Section 4.10) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyancesell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of such Guarantors’ assets to any Person, other than the assets of Company or any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the TrusteeTrustee and the Collateral Agent, all of the obligations of such the Guarantor under its Subsidiary the Guarantee and the performance of every covenant of the Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the related Collateral Documents Trustee and the Intercreditor Agreement Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith such person shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) the Company Guarantor or the Surviving Entity shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with: (A) in the case of a merger or consolidation described in clause (ii), clause (4) of the first paragraph of Section 5.01; and (B) (x) clause 1(b)(y) of the first paragraph of this Section and (y) clause (2) of Section 5.01.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in Section 11.05, no Guarantor to may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b1) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred exists; (2) either: (a) subject to Section 11.05, 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 be continuingits Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture, and appropriate Security Documents, in each case, 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 4.09; and (c3) the Company shall have delivered to the Trustee a certificate from an Officer’s Certificate Authorized Officer of the Company and an Opinion of Counsel, each stating that such consolidation or merger, or sale or disposition and such Supplemental Indenture and Security Documents, if any, comply with this Indenture and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. In case of any such consolidation, merger merger, sale or transfer complies 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 provisions 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 IndentureIndenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in this Section 10.04, no Subsidiary Guarantor to may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any Person [[DMS:3863145v3:05/24/2019--10:26 AM]] (whether or not it is the surviving Person) another Person, other than the Company Restricted Parent, the Issuer or another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b1) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; and (c2) either: (a) the Company shall have Person (if other than the Restricted Parent, the Issuer or a Subsidiary Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Restricted Parent, the Issuer or a Subsidiary Guarantor) formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under this Indenture and its Note Guarantee pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or (b) such transaction is (i) a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person or Persons that are not (either before or after giving effect to such transaction) the Restricted Parent or a Restricted Subsidiary of the Restricted Parent; or (ii) a sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person or Persons that are not (either before or after giving effect to such transaction) the Restricted Parent or a Restricted Subsidiary of the Restricted Parent. 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 an Officer’s Certificate and an Opinion reasonably satisfactory in form to the Trustee, of Counselthe 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, each stating that such consolidation, merger or transfer complies successor Person shall succeed to and be substituted for the Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this IndentureIndenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5, and notwithstanding subclauses (a) and (b) of the second preceding paragraph, nothing in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Restricted Parent or a Subsidiary Guarantor with or into the Restricted Parent, the Issuer or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of the Restricted Parent or a Subsidiary Guarantor as an entirety or substantially as an entirety to the Restricted Parent, the Issuer or another Subsidiary Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.10) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and or the jurisdiction of organization of the Guarantor; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary the Guarantee and the performance of every covenant of the Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the related Collateral Documents Trustee and the Intercreditor Agreement Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and . Any merger or consolidation of (ci) a Guarantor with and into the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies (with the provisions Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of this Indenturereincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with (A) clause (3) of Section 5.01; and (B) (x) clause (1)(b)(y) of Section 5.01 and (y) clause (2) of the immediately preceding paragraph.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guaranteethe Guarantee and (b) by amendment, this Indenturesupplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Registration Rights Guarantor under the Security Agreement, the related Collateral Documents and the Intercreditor Agreement and in connection therewith shall cause such amendments, supplements or and other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entitySurviving Entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsstates; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with could satisfy the provisions of this IndentureSection 5.01(2). Any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Wholly Owned Subsidiary of the Company need only comply with clause (4) of Section 5.01.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 9.06, a Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction: (a) such Guarantor shall be the surviving Person or the surviving Person (if other than such Guarantor) (such Guarantor or such surviving Person, as the case may be, the “Surviving Guarantor”) formed by such merger, consolidation or amalgamation shall expressly assume, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by such Guarantor; (b) the Company shall deliver, or cause to be delivered, to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or series of transactions have been satisfied; and (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, no Default of or Event of Default shall have occurred and be continuing; and . The Surviving Guarantor shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under the Indenture. Except as set forth in Articles 4 and 5, and notwithstanding the foregoing, any Guarantor may (ci) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) merge with an Affiliate of the Company shall have delivered to solely for the Trustee an Officer’s Certificate and an Opinion purpose of Counselreincorporating or reorganizing the Guarantor in the United States, each stating that such consolidationany state thereof, merger the District of Columbia or transfer complies with any territory thereof or (iii) convert into a Person organized or existing under the provisions laws of this Indenturea jurisdiction in the United States.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Guarantor to (a) From and after the Guarantee Effective Date, the Parent will not, directly or indirectly: (1) consolidate with or merge with or into any another Person (other than whether or not the Company Parent is the surviving corporation), or another Guarantor(2) and shall not permit the conveyancesell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of any Guarantor the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such Person remains a Guarantorsale, the resultingassignment, surviving transfer, conveyance or transferee Person will be a Person other disposition has been made is an entity organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia); (2) the Person formed by or surviving any such Person consolidation or merger (if not other than the Company Parent) or the Person to which such Guarantor) shall expressly assumesale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, conveyance or other disposition has been made assumes all the obligations of such Guarantor the Parent under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Note Guarantee and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsIndenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Sections 10.04(a) and (b) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent, the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 10.04(a) will not apply to (1) any merger or consolidation of the Parent with or into one of its Restricted Subsidiaries for any purpose or (2) any consolidation, amalgamation or merger of the Parent into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Parent to, any Guarantor, (3) the conversion of the Parent or any Restricted Subsidiary into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating the Parent in another jurisdiction. In addition, the Parent or any Restricted Subsidiary may change its name (d) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c2) either: (A) subject to Section 10.05 hereof, the Company shall have 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 Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in the form of Exhibit E; or (B) such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. (e) 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 an Officer’s Certificate and an Opinion satisfactory in form to the Trustee, of Counselthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, each stating that such consolidation, merger or transfer complies successor Person will succeed to and be substituted for the Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(a) and (b) of this IndentureSection 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another 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 or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in Section 12.05, a Guarantor to may not, directly or indirectly, (1) consolidate with or merge with or into into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to (whether or not such Guarantor is the surviving Person), any Person (other Person, other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such another Guarantor) shall expressly assumeassumes, by executing and delivering a supplemental indenture, executed and delivered indenture to the TrusteeTrustee and the Collateral Agent that is satisfactory in form to the Trustee and the Collateral Agent in accordance with Section 9.03 hereof and any other agreements reasonably satisfactory to the Trustee and the Collateral Agent, all of the obligations of such that Guarantor under its Subsidiary Note Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;all appropriate Security Documents; or (bii) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuingtransaction is permitted by Section 4.14; and (c) the Company shall have delivered delivers to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture and agreements entered into by the Guarantor or the successor Person, if any, comply with this Indenture and all conditions precedent to such transaction and the execution of such supplemental indenture and other agreements, if any, provided in this Indenture have been satisfied. (d) In the case of any such consolidation, merger merger, sale, conveyance, transfer or transfer complies lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and the Collateral Agent and satisfactory in form to the Trustee and the Collateral Agent, of the Note Guarantee of such Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; provided, however, that the Note Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. All the Note Guarantees so issued 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 IndentureIndenture as though all of such Note Guarantees had been issued at the date of the execution. (e) Except as set forth in Article 4 and Article 5, and notwithstanding clauses (a) and (b)(i) and (ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Except as otherwise provided in this Section 11.5, a Guarantor may not permit any Guarantor to (1) consolidate with or merge with or into any Person (other than whether or not such Guarantor is the Company surviving Person) another Person; or another Guarantor(2) and shall not permit the conveyancesell, transfer assign, transfer, convey, lease or lease otherwise dispose of all or substantially all of the assets of any Guarantor its properties or assets; unless: (a) such Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Person remains Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if not the Company or other than such Guarantor) shall expressly assumeassumes all the obligations of such Guarantor under the Guarantee, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions of Section 4.10 hereof. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entitydelivered, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating Counsel to the effect that such consolidation, merger merger, sale or transfer complies conveyance was made in accordance with the provisions of this Indenture, to the Trustee and satisfactory in form to the Trustee , of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. Notwithstanding the foregoing, any Guarantor may consolidate with, merge into or sell, assign, transfer, convey, lease or otherwise dispose of all or part of its properties and assets to the Company or to another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.10) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary the Guarantee and the performance of every covenant of the Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement and (b) by amendment, supplement or other instrument (in form and substance satisfactory to the related Collateral Documents Trustee and the Intercreditor Agreement Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and . Any merger or consolidation of (ci) a Guarantor with and into the Company shall have delivered to (with the Trustee Company being the surviving entity) or another Guarantor (other than the Railway Subsidiary) or (ii) a Guarantor or the Company with an Officer’s Certificate and an Opinion Affiliate organized solely for the purpose of Counsel, each stating that reincorporating such consolidation, Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with (A) in the case of a merger or transfer complies with the provisions consolidation described in clause (ii), clause (4) of this IndentureSection 5.01; and (B) (x) clause (1)(b)(y) of Section 5.01 and (y) clause (2) above.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.04 and Section 4.11) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (Person, other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture in form attached hereto as Exhibit F, executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Guarantee and the Intercreditor Agreement performance of every covenant of the Guarantee and this Indenture and (b) by amendment, supplement or other instrument executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and. This Section 10.04 will not apply to: (ca) any merger or consolidation of a Guarantor with and into the Company shall have delivered to (with the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, Company being the surviving entity) or another Guarantor or; or (b) any merger or transfer complies consolidation of a Guarantor or the Company with an Affiliate organized solely for the provisions purpose of this Indenturereincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.13) will not, and the Issuers will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company Issuers or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving limited liability company or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person entity assumes (if not the Company or such Guarantora) shall expressly assume, by supplemental indentureindenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guaranteethe Guarantee and (b) by amendment, this Indenturesupplement or other instrument (in form and substance satisfactory to the Trustee) executed and delivered to the Trustee, all obligations of the Registration Rights Agreement, Guarantor under the related Collateral Documents Agreements and the Intercreditor Agreement and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with could satisfy the provisions of this IndentureSection 5.01(2). Any merger or consolidation of (i) a Guarantor with and into an Issuer (with the Issuer being the surviving entity) or another Guarantor or (ii) a Guarantor or the Issuers with an Affiliate organized solely for the purpose of reorganizing such Guarantor or the Issuers in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor or the Issuers need only comply with (A) clause (4) of the first paragraph of Section 5.01 and (B) in the case of a merger or consolidation involving (x) the Issuers as described in clause (ii) above, clause 1(b)(y) of Section 5.01 and (y) in the case of a Guarantor as described in clause (ii) above, clause (2) of the immediately preceding paragraph.

Guarantors May Consolidate, etc., on Certain Terms. (a) The Company shall not permit any Guarantor to Parent will not, directly or indirectly: (1) consolidate with or merge with or into any another Person (other than whether or not the Company Parent is the surviving corporation), or another Guarantor(2) and shall not permit the conveyancesell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of any Guarantor the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such Person remains a Guarantorsale, the resultingassignment, surviving transfer, conveyance or transferee Person will be a Person other disposition has been made is an entity organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (including a limited liability company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia); (2) the Person formed by or surviving any such Person consolidation or merger (if not other than the Company Parent) or the Person to which such Guarantor) shall expressly assumesale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, conveyance or other disposition has been made assumes all the obligations of such Guarantor the Parent under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Note Guarantee and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsIndenture; (3) immediately after such transaction, no Default or Event of Default exists; and (4) the Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter period. (b) In addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (c) Sections 10.04(a) and (b) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent and its Restricted Subsidiaries. Clauses (3) and (4) of Section 10.04(a) will not apply to (1) any merger or consolidation of the Parent with or into one of its Restricted Subsidiaries for any purpose or (2) any consolidation, amalgamation or merger of the Parent into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Parent to, any Guarantor, (3) the conversion of the Parent or any Restricted Subsidiary into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating the Parent in another jurisdiction. In addition, the Parent or any Restricted Subsidiary may change its name. (d) Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: (1) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c2) either: (A) subject to Section 10.05 hereof, the Company shall have 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 Indenture on the terms set forth herein or therein, pursuant to a supplemental indenture in the form of Exhibit E; or (B) such sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. (e) 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 an Officer’s Certificate and an Opinion satisfactory in form to the Trustee, of Counselthe Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, each stating that such consolidation, merger or transfer complies successor Person will succeed to and be substituted for the Guarantor with the provisions same effect as if it had been named herein as a Guarantor. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (2)(A) and (B) of Section 10.04(d), nothing contained in this IndentureIndenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another 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 or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia Columbia; (2) such entity assumes by (i) supplemental indenture (in form and such Person (if not substance reasonably satisfactory to the Company or such Guarantor) shall expressly assume, by supplemental indentureTrustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Guarantee and the Intercreditor Agreement performance of every covenant of the Guarantee and this Indenture (ii) amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and . Notwithstanding the foregoing, any merger or consolidation of (ci) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with (A) clause (4) the Company shall have delivered to first paragraph of Section 5.01 and (B)(x) in the Trustee an Officer’s Certificate and an Opinion case of Counsel, each stating that such consolidation, a merger or transfer complies with consolidation involving the provisions Company as described in clause (ii) above, clause (l)(b)(y) of the first paragraph of Section 5.01 and (y) in the case of a merger or consolidation involving the Guarantor as described in clause (ii), clause (2) of the first paragraph of this IndentureSection 10.04.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Except as otherwise provided in this Section 13.05, a Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) (x) such Guarantor is the surviving entity; or (y) the Person formed by or surviving any such consolidation or merger (if other than such Person remains Guarantor) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (such Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (b) the Successor Guarantor (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such Guarantor under its Subsidiary Guarantee, the Guarantee and this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments Indenture pursuant to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred agreements reasonably satisfactory to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsTrustee; (bc) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; and (cd) the Company shall have delivered delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or transfer sale or disposition of all or substantially all of the assets or properties of such Guarantor complies with the provisions of this Indenture. For purposes of this Section 13.05, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of a Guarantor, which properties and assets, if held by such Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Guarantor on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of such Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the relevant predecessor Guarantor, such Successor Guarantor shall succeed to and be substituted for such predecessor Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. This Section 13.05 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets by a Guarantor to the Company or another Guarantor. In addition, clauses (c), (d) and (e) will not be applicable to any Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Subsidiary.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16) shall not, and the Company shall not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia Columbia; (2) such entity assumes by (i) supplemental indenture (in form and such Person (if not substance reasonably satisfactory to the Company or such Guarantor) shall expressly assume, by supplemental indentureTrustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Guarantee and the Intercreditor Agreement performance of every covenant of the Guarantee and this Indenture (ii) amendment, supplement or other instrument (in form and substance satisfactory to the Trustee and the Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and . Notwithstanding the foregoing, any merger or consolidation of (ci) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with (A) clause (4) the Company shall have delivered to first paragraph of Section 5.01 and (B)(x) in the Trustee an Officer’s Certificate and an Opinion case of Counsel, each stating that such consolidation, a merger or transfer complies with consolidation involving the provisions Company as described in clause (ii) above, clause (1)(b)(y) of the first paragraph of Section 5.01 and (y) in the case of a merger or consolidation involving the Guarantor as described in clause (ii), clause (2) of the first paragraph of this IndentureSection 10.04.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than the Company) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Notes Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Notes Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuing; the extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than Tembec Inc.) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit E; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Note Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuingthe extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s 's Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall A Subsidiary Guarantor will not permit any Guarantor to consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (i) the successor or purchaser (if other than the Company Issuer or another Guarantor) and shall not permit the conveyanceis a corporation, transfer partnership, limited liability company or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person trust organized and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsColumbia; (bii) the successor or purchaser (if other than the Issuer or another Guarantor) expressly assumes such Subsidiary Guarantor’s obligations on its Guarantee under a supplemental indenture and the performance or observance of every covenant of such Subsidiary Guarantor under this Indenture; (iii) immediately after giving effect to the transaction and treating any Debt which becomes the Subsidiary Guarantor’s or any of its Subsidiaries’ obligation as a result of such transaction as having been incurred by such Subsidiary Guarantor or such Subsidiary at the time of such transaction, no Default of Event of Default Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and (civ) the Company shall have delivered Subsidiary Guarantor delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies compliance with the provisions requirements of the preceding clauses (i), (ii) and (iii), and, to the extent that the preceding clause (ii) is applicable, to the effect that the applicable supplemental indenture has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the successor or purchaser (subject to customary enforceability exceptions). Upon any consolidation or merger, or any sale, conveyance, transfer or lease of the properties and assets of a Subsidiary Guarantor substantially as an entirety to any Person in accordance with this Section 10.3, the successor formed by such consolidation or into or with which such Subsidiary Guarantor is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, such Subsidiary Guarantor with the same effect as if it had been named as a Guarantor herein; and the predecessor shall be automatically and unconditionally released from all obligations under this Indenture and the Securities provided, however, that in the event of a lease, the predecessor shall not be released from the payment of principal and interest or other obligations on its guarantee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this IndentureIndenture as though all such Guarantees had been issued at the date of the execution hereof. Except as set forth in Article V hereof, and notwithstanding clauses (i), (ii), (iii) and (iv) above, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale, conveyance, transfer or lease of the properties or assets of a Guarantor substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The No Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any sale of such Guarantor in a transaction complying with Section 4.16) will, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor that is a Wholly Owned Restricted Subsidiary unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than such Person remains Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person (if not the Company or such Guarantor) shall expressly assume, entity assumes by supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of such the Guarantor under its Subsidiary Guarantee, this Indenture, on the Registration Rights Agreement, the related Collateral Documents Guarantee and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsAgreements; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Company could satisfy the provisions of Section 5.01(a)(2). In connection with any such consolidation or merger, the Company shall have delivered deliver to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, consolidation or merger or transfer complies and supplemental indenture comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving Person) or another Guarantor that is a Wholly-Owned Restricted Subsidiary need only comply with this paragraph.

Guarantors May Consolidate, etc., on Certain Terms. (a) The Company shall not permit any Parent Guarantor to consolidate with will not, directly or merge with indirectly sell, assign, transfer, convey or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, or consolidate or merge with or into (whether or not the assets of any Parent Guarantor is the surviving Person) another Person, unless: (1) either: (a) the Parent Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Parent Guarantor) or to which such Person remains sale, assignment, transfer, conveyance or other disposition has been made is a Guarantor, the resulting, surviving corporation organized or transferee Person will be a Person organized and existing under the laws of the Cayman Islands, the European Union, Singapore, the United States, any state of the United States or the District of Columbia and Columbia; (2) the Person formed by or surviving any such Person consolidation or merger (if not other than the Company or such Parent Guarantor) shall expressly assumeor the Person to which such sale, by supplemental indentureassignment, executed transfer, conveyance or other disposition has been made assumes all the obligations of the Parent Guarantor under the Notes, the Indenture, the Guarantee, the Registration Rights Agreement and delivered the Subordination Agreement pursuant to agreements reasonably satisfactory to the Trustee; and (3) immediately after such transaction, no Default or Event of Default exists; (b) Except as otherwise provided in Section 7 hereof, no Subsidiary Guarantor that is a Significant Subsidiary will, and the Issuer will not permit any Subsidiary Guarantor that is a Significant Subsidiary to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless: (1) either: (a) such Subsidiary Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx, Singapore, the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under its Subsidiary the Notes, the Indenture, the Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Subordination Agreement and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments Pledge of Intercompany Note pursuant to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred agreements reasonably satisfactory to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsTrustee; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; and (4) with respect to the consolidation, or merger of, or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of a Subsidiary Guarantor that is a Significant Subsidiary, the Issuer would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least US$1.00 of additional Indebtedness pursuant to Section 4.09 of the Indenture; provided, however that the provisions of this Section 6 shall not apply if such Subsidiary Guarantor is released from its Guarantee pursuant to Section 7 hereof as a result of such consolidation, merger, sale or other disposition. (c) In case of any such consolidation, merger, sale or conveyance and upon the Company shall have assumption by the successor Person, by agreements, executed and delivered to the Trustee an Officer’s Certificate and an Opinion satisfactory in form to the Trustee, of Counselthis Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, each stating that such consolidation, merger or transfer complies successor Person will succeed to and be substituted for the Guarantor with the provisions 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 this the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of 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 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture, the Guarantee or in any of the Notes will prevent (1) a merger of the Issuer or a Guarantor, as the case may be, with an Affiliate solely for the purpose of reincorporating or reorganizing the Issuer or a Guarantor, as the case may be, in another jurisdiction, provided such jurisdiction is a jurisdiction listed in Section 6(b)(1) hereof, or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and the Guarantors or between or among the Guarantors.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Except as otherwise provided in Section 11.05, each Subsidiary Guarantor will not, and the Issuers will not permit any a Subsidiary Guarantor to to, consolidate with or with, merge with or into any Person (other than the Company into, or another Guarantor) and shall not permit the conveyancesell, transfer convey, transfer, lease or lease otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it (other than the assets of Issuers or any Guarantor Subsidiary Guarantor), unless: (a1) immediately after giving effect to such transaction, no Default or Event of Default will have occurred and be continuing, and (2) either: (A) such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than such Person remains a Subsidiary Guarantor, the resulting, surviving ) formed by such consolidation or transferee Person will into which such Subsidiary Guarantor is merged or that acquired or leased its property and assets (i) shall be a Person corporation or limited liability company organized and validly existing under the laws of the United States, States of America or any state of the United States or the District of Columbia jurisdiction thereof and such Person (if not the Company or such Guarantorii) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all of its obligations on the obligations of such Guarantor Subsidiary Guarantee and under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents Indenture and the Intercreditor Agreement and shall cause Notes Security Documents; provided that: (i) such Subsidiary Guarantor or the surviving entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Notes Security Documents on the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity; (ii) the Collateral owned by or transferred to such Subsidiary Guarantor or the surviving entity, together with such financing statements or comparable documents as may applicable, shall (A) constitute Collateral under this Indenture and the Notes Security Documents; (B) be required subject to perfect any security interests the Priority Lien in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation favor of the relevant states or jurisdictions; Collateral Agent for the benefit of the Trustee and the Holders; and (bC) immediately after giving effect not be subject to such transaction, no Default of Event of Default shall have occurred and be continuingany Lien other than Permitted Liens; and (ciii) the Company property and assets of the Person which is merged or consolidated with or into such Subsidiary Guarantor or the surviving entity, as applicable, to the extent that they are property or assets or of the types which would constitute Collateral under the Notes Security Documents, shall have be treated as After-Acquired Property and such Subsidiary Guarantor or the surviving entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Lien of the Notes Security Documents in the manner and to the extent required in this Indenture; or (B) the transaction is not prohibited by Section 4.10 hereof. In case of any such consolidation, merger, 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 Guarantee 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 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 Subsidiary Guarantor shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counselcounsel, in each case stating that such consolidation, merger or transfer complies and such supplemental indenture (including any supplement to any Notes Security Document if required in connection with such transaction) comply with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with; provided that in giving such opinion such counsel may rely on an Officers’ Certificate as to compliance with Section 11.04(1) and as to any matters of fact. In such event, the Person formed by such consolidation or merger will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Subsidiary Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and its Subsidiary Guarantee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the provisions terms of this IndentureIndenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding the foregoing, nothing contained in this Indenture or in any of the notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into an Issuer or another Subsidiary Guarantor, or will prevent any sale, assignment, transfer, or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to an Issuer or another Subsidiary Guarantor. Notwithstanding the foregoing, the Parent shall not merge or consolidate with or transfer all of its assets to, an Issuer or any Restricted Subsidiary if an Issuer or any Restricted Subsidiary will become an issuer or other obligor on the Existing Convertible Notes or any Indebtedness that is incurred to refinance, replace, renew or refund the Existing Convertible Notes (in whole or in part, on one or more occasions and from time to time).

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than the Company) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Note Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuingthe extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2)above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Notwithstanding any provision to the contrary in this Section 11.5, (i) Arrow Parent may merge with Holdings, and (ii) Algeco Parent may merge with the Company, in each case,in connection with the Acquisitions.

Guarantors May Consolidate, etc., on Certain Terms. The For the benefit of the Notes, no Guarantor shall, and the Company shall not permit any Guarantor to to, in a single transaction or series of related transactions, consolidate with or merge with or into any Person (other than the Company Person, or another Guarantor) and shall not permit the conveyancesell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of the its assets of (determined on a consolidated basis for such Guarantor and such Guarantor’s Subsidiaries), whether as an entirety or substantially as an entirety, to any Guarantor Person unless: (a) if such Person remains a Guarantor, Guarantor is the resulting, surviving or transferee continuing entity or the Person (if other than such Guarantor) formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, lease, conveyance or other disposition will be have been made is a Person organized and validly existing under the laws of the United Statesjurisdiction of organization of such Guarantor, any state as the case may be, or the laws of the United States or any State thereof or the District of Columbia and (such Person (if not the Company Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (b) the Successor Person, if other than such Guarantor) shall , expressly assumeassumes, by supplemental indentureindenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary this Indenture and such Guarantor’s related Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (bc) immediately after giving effect to such transaction and the assumption contemplated by clause (b) above (including, without limitation, giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default of or Event of Default shall have occurred and or be continuing; and (cd) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transfer have been satisfied. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of such Guarantor in accordance with this Section 10.04, in which such Guarantor is not the continuing entity, the Successor Person formed by such consolidation or into or with which such Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such Successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V hereof, and notwithstanding clauses (a), (b), (c) and (d) above, nothing contained in this Indenture or in any of the Notes will prevent any Guarantor from (i) merging into or transferring all or part of its properties and assets to another Guarantor or the Company, (ii) merging with an Affiliate of the Company solely for the purpose of reorganizing the Guarantor in the United States, any State thereof or the District of Columbia or (iii) converting into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company (a) Nothing contained in this Agreement or in the Loans shall not permit prevent any consolidation or merger of a Guarantor to consolidate with or merge with or into the Company or another Guarantor or shall prevent any Person sale or conveyance of the Property of a Guarantor as an entirety or substantially as an entirety, to the Company or another Guarantor. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except as set forth in Section 6.3, nothing contained in this Agreement or in the Loans shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Company or another Guarantor (whether or not affiliated with the Guarantor); provided, however, that, subject to Sections 10.4 and 10.6(a), (i) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall not permit the have occurred as a result of such transaction and be continuing, and (ii) upon any such consolidation, merger, sale or conveyance, transfer or lease the Guarantee of all or substantially such Guarantor set forth in this Section 10, and the due and punctual performance and observance of all of the assets covenants and conditions of any Guarantor unless: (a) if this Agreement to be performed by such Person remains a Guarantor, shall be expressly assumed (in the resulting, surviving or transferee Person will be a Person organized and existing under event that the laws of the United States, any state of the United States or the District of Columbia and such Person (if Guarantor is not the Company or such Guarantor) shall expressly assumesurviving corporation in the merger), by supplemental indenturein writing satisfactory in form to the Agent, executed and delivered to the TrusteeAgent, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement corporation formed by such consolidation, or a similar document under into which the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default Guarantor shall have occurred and be continuing; and (c) merged, or by the Company corporation that shall have acquired such Property. In the case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation in writing executed and delivered to the Trustee an Officer’s Certificate Agent and an Opinion satisfactory in form to the Agent of Counselthe due and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Guarantor, each stating that such consolidation, merger or transfer complies successor corporation shall succeed to and be substituted for the Guarantor with the provisions of this Indenturesame effect as if it had been named herein as a Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in Section 10.05 hereof, no Guarantor to may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person remains a Guarantorat the time of such transaction), no Default or Event of Default exists; (2) subject to Section 10.05 hereof, the resulting, surviving or transferee Person will be a Person an entity organized and existing under the laws of the United StatesStates of America, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all of the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, Note Guarantee and the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments pursuant to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred agreements reasonably satisfactory to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuingTrustee; and (c3) the Company shall will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies and such supplemental agreements (if applicable) comply with this Indenture; provided, however, that the provisions foregoing will not apply to any such consolidation or merger with or into, or conveyance, transfer or lease to, any Person if the resulting, surviving or transferee Person will not be a Subsidiary of the Company and the other terms of this Indenture, including the covenant described under Section 4.10 above are complied with. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form 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 clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than the Company) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit D; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Note Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuingthe extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2)above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with this Section 10.04 and Section 4.10) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyancesell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of such Guarantors’ assets to any Person, other than the assets of Company or any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia and Columbia; (2) such Person (if not the Company or such Guarantor) shall expressly assume, entity assumes by supplemental indentureindenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary the Guarantee and the performance of every covenant of the Guarantee, this Indenture, Indenture and the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) the Company Guarantor or the Surviving Entity shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, sale, assignment, transfer, lease, conveyance or transfer other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any merger or consolidation of (i) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia need only comply with: (A) in the case of a merger or consolidation described in clause (ii), clause (4) of the first paragraph of Section 5.01; and (B) (x) clause 1(b)(y) of the first paragraph of Section 5.01 and (y) clause (2) of Section 5.01.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall not permit any Except as otherwise provided in Section 11.05 hereof, no Guarantor to may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person, other than one of the Issuers or another Guarantor, unless: (1) Except in the case of a Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or another Guarantora Subsidiary of the Company), whether through a merger, consolidation or sale of Capital Stock or assets (including as provided in the fifth paragraph under “—Guarantees”) and shall not permit or (y) that, as a result of the conveyance, transfer or lease disposition of all or substantially all a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the assets Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 in respect of any Guarantor unless: (a) if such Person remains a Guarantordisposition, the resulting, surviving or transferee Person will (if not such Subsidiary) shall be a Person organized and existing under the laws of the United States, any state jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia Columbia, and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenturea Guaranty Agreement, executed and delivered in a form satisfactory to the Trustee, all the obligations of such Guarantor Subsidiary, if any, under its Subsidiary Guarantee, this Indenture, Note Guarantee and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement, the related Collateral Security Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned pledged by or transferred to the surviving entitysuch Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or of jurisdictions; (b2) immediately Immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (c3) the Company shall have delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the provisions assumption by the successor Person, by supplemental indenture, executed and delivered 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 IndentureIndenture 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 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 clauses (1), (2) and (3) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into one of the Issuers or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture in connection with any transaction complying with Section 4.16) will not, and the Company shall will not cause or permit any Guarantor to to, consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any other Guarantor unless: (a1) the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia Columbia; (2) such entity assumes by (i) supplemental indenture (in form and such Person (if not substance reasonably satisfactory to the Company or such Guarantor) shall expressly assume, by supplemental indentureTrustee), executed and delivered to the Trustee, all of the obligations of such the Guarantor under its Subsidiary the Guarantee and the performance of every covenant of the Guarantee, this Indenture, Indenture and the Registration Rights AgreementAgreement (ii) by amendment, supplement or other instrument (in form and substance satisfactory to the related Collateral Documents Trustee and the Intercreditor Agreement Collateral Agent) executed and delivered to the Trustee and the Collateral Agent, all obligations of the Guarantor under the Collateral Agreements and in connection therewith shall cause such amendments, supplements or other instruments to be executed, filed, filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to preserve and protect perfect or continue the perfection of the Lien created under the Collateral Agreements on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;; and (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and . Notwithstanding the foregoing, any merger or consolidation of (ci) a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor or (ii) a Guarantor or the Company with an Affiliate organized solely for the purpose of reincorporating such Guarantor or the Company in another jurisdiction in the United States or any state thereof or the District of Columbia or changing the legal form of such Guarantor or the Company need only comply with (A) clause (4) of Section 5.01 and (B) in the case of a merger or consolidation involving (x) the Company shall have delivered to as described in clause (ii) above, clause 1(b)(y) of the Trustee an Officer’s Certificate first paragraph of Section 5.01 and an Opinion (y) in the case of Counsela Guarantor as described in clause (ii) above, each stating that such consolidation, merger or transfer complies with the provisions clause (2) of this IndentureSection 10.04.

Guarantors May Consolidate, etc., on Certain Terms. The Company (a) Nothing contained in this Indenture or in any of the Notes shall not permit prevent any consolidation or merger of a Guarantor to consolidate with or merge with or into the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company or shall prevent any Person sale of assets or conveyance of the property of a Guarantor as an entirety or substantially as an entirety, to the Company or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company. Upon any such consolidation, merger, sale or conveyance, the Guarantee given by such Guarantor shall no longer have any force or effect. (b) Except as set forth in Article Four, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a corporation or corporations other than the Company or another Guarantor (whether or not affiliated with the Guarantor) and ), or shall not permit the conveyance, transfer prevent any sale or lease conveyance of all or substantially all of the assets of a Guarantor to a corporation other than the Company or another Guarantor (whether or not affiliated with the Guarantor); provided, however, that, subject to Sections 11.04 and 11.06(a), either (x) the transaction is an Asset Sale consummated in accordance with Section 4.14, or (y) (i) the entity formed by or surviving any Guarantor unless: such consolidation or merger (aif other than such Guarantor) if or to which such Person remains 118 -110- sale, lease, conveyance or other disposition shall have been made is a Guarantor, the resulting, surviving or transferee Person will be a Person corporation organized and existing under the laws of the United States, any state of the United States State thereof or the District of Columbia Columbia, (ii) immediately after such transaction, and giving effect thereto, no Default or Event of Default shall have occurred as a result of such Person transaction and be continuing, (if iii) each Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Guarantee of such Guarantor set forth in this Article Eleven, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by such Guarantor, shall be expressly assumed (in the event that the Guarantor is not the Company or such Guarantor) shall expressly assumeSurviving Entity), by supplemental indentureindenture satisfactory in form to the Trustee, executed and delivered to the Trustee, all together with an Officers' Certificate of the obligations Company and an Opinion of Counsel stating that the transaction and such Guarantor under its Subsidiary Guarantee, supplemental indenture comply with this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement corporation formed by such consolidation, or a similar document under into which the Uniform Commercial Code Guarantor shall have merged, or other similar statute or regulation of by the relevant states or jurisdictions; corporation that shall have acquired such property and (biv) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and (c) the Company shall have be in compliance with Section 5.01(a)(ii) of this Indenture. In the case of any such consolidation, merger, sale or conveyance that is not an Asset Sale consummated in accordance with Section 4.14 upon the assumption by the successor corporation, by supplemental indenture executed and delivered to the Trustee an Officer’s Certificate and an Opinion satisfactory in form to the Trustee of Counselthe due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, each stating that such consolidation, successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Any merger or transfer complies consolidation of a Guarantor with and into the Company (with the provisions Company being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of this Indenturethe Company need only comply with clause (iv) of Section 5.01(a).

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 11.6, a Guarantor (other than Tembec Inc.) may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) if immediately after giving effect to such transactions, no Default or Event of Default exists; (2) either: (A) the Person remains a Guarantor, acquiring the resulting, surviving property in any such sale or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States disposition or the District of Columbia and Person formed by or surviving any such Person consolidation or merger (if not the Company or other than such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to (the Trustee, “Successor Guarantor”) assumes all the obligations of that Guarantor under this Indenture pursuant to a supplemental indenture in substantially the form attached as Exhibit F; or (B) the Net Cash Proceeds of any such sale or other disposition are applied in accordance with the provisions of Section 4.10; and (3) in the case of any transaction pursuant to subclause (2)(A) above, (A) such Guarantor under its Subsidiary Guaranteeor the Successor Guarantor, this Indentureas applicable, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause causes such amendments, supplements or other instruments to be executed, fileddelivered, filed and recorded recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the surviving entitySuccessor Guarantor; (B) the Collateral owned by or transferred to such Guarantor or the Successor Guarantor, together as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Note Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted Collateral Liens; (C) the property and assets of the Person which is merged or consolidated with or into such financing statements Guarantor or comparable documents the Successor Guarantor, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and such Guarantor or the Successor Guarantor shall take such action as may be required reasonably necessary to perfect any security interests in cause such Collateral which may property and assets to be perfected by made subject to the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation Note Lien of the relevant states or jurisdictions; (b) immediately after giving effect Security Documents in the manner and to such transaction, no Default of Event of Default shall have occurred and be continuingthe extent required in this Indenture; and (c4) the Company shall have delivered delivers, or causes to be delivered, to the Trustee an Officer’s Officers’ Certificate and an Opinion of CounselCounsel (upon which the Trustee shall be entitled to conclusively and exclusively rely), each stating that such consolidationsale, other disposition, consolidation or merger or transfer complies with the provisions requirements of this Indenture. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles IV and V, and notwithstanding clauses (1) and (2) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Except as otherwise provided in Section 10.05 hereof, each Guarantor will not, and the Company shall will not cause or permit any Guarantor to to, amalgamate or consolidate with or merge with or into any Person (other than the Company or another Guarantor) and shall not permit the conveyancesell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets other than the assets of Company or any other Guarantor unless: (a1) the entity formed by or surviving any such amalgamation, consolidation or merger (if other than such Person remains a Guarantor) or to which such sale, the resultinglease, surviving conveyance or transferee Person will be a Person other disposition shall have been made is an entity organized and or existing under the laws of the United States, States or any state of the United States State or territory thereof or the District of Columbia and or such Person other jurisdiction as such Guarantor was organized or existing under; (2) such entity (if not the Company or other than such Guarantor) shall expressly assume, assumes by supplemental indenture, executed and delivered to the Trustee, indenture all of the obligations of such the Guarantor under on its Subsidiary Note Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuing; and (c4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationamalgamation, merger consolidated, merger, sale, assignment, transfer, lease, conveyance or transfer other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the applicable provisions of this Indenture, and that all conditions precedent in this Indenture relating to such transaction have been satisfied. Any amalgamation, merger or consolidation of, or sale, assignment, transfer, lease, conveyance or other disposition of assets by, a Guarantor with the Company (with the Company being the surviving entity in case of an amalgamation, merger of consolidation) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need only comply with Section 5.01(a)(4). In case of any such amalgamation, consolidation, merger, 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 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. 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 IV and V hereof, and notwithstanding clause 10.04(1) above, nothing contained in this Indenture or in any of the Notes will prevent any amalgamation, consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale, assignment, transfer, 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. The Company shall not permit any Except as otherwise provided in Section 13.05, a Guarantor to may not, directly or indirectly, (1) consolidate with or merge with or into into, or (2) sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to (whether or not such Guarantor is the surviving Person), any Person (other Person, other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) immediately after giving effect to that transaction, no Default or Event of Default has occurred and is continuing or would be caused thereby; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if such Person remains a Guarantorother than the Parent, the resulting, surviving Company or transferee Person will be a Person another Guarantor) is an entity organized and existing under the laws of Israel, Bermuda, the British Virgin Islands, Cayman Islands, Guernsey, Jersey, Switzerland, the United Kingdom, the Netherlands, Luxembourg, Ireland or any other jurisdiction within the European Union, or the United States, any state of the United States thereof or the District of Columbia and expressly assumes, by executing and delivering a supplemental indenture to the Trustee in substantially the form attached hereto as Exhibit B in accordance with Article 10 hereof and any other agreements, all of the obligations of that Guarantor under its Guarantee and this Indenture; or (ii) such Person (if not transaction is permitted by Section 4.08 and Section 4.11. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the Company or such Guarantor) shall expressly assumeassumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, all of the obligations Guarantee of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement due and shall cause such amendments, supplements or other instruments punctual performance of all of the covenants and conditions of this Indenture to be executedperformed by such Guarantor, filed, such successor Person will succeed to and recorded in be substituted for such jurisdictions Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be required by applicable law signed any or all of the Guarantees to preserve and protect be endorsed upon all of the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral Notes issuable hereunder which may be perfected theretofore shall not have been signed by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred Company and be continuing; and (c) the Company shall have delivered to the Trustee; provided, however, that the Guarantee of such successor Person will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution. No such , merger, sale, conveyance, transfer or lease in which the Person formed by or surviving any such , merger, sale, conveyance, transfer or lease is not the Parent, the Company or another Guarantor shall be effective unless the Trustee shall receive an Officer’s Certificate and an Opinion of CounselCounsel as conclusive evidence that any such , each stating that merger, sale, conveyance, transfer or lease and any such consolidationassumption and, merger or transfer if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this IndentureSection 13.04. Except as set forth in Article 4, and notwithstanding Section 13.04(a), Section 13.04(b)(i) and Section 13.04(b)(ii) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation, amalgamation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Subject to Section 9.06, a Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into any another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a) if such Person remains a Guarantor, the resulting, surviving or transferee Person will be a Person organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such Person (if not the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Guarantor under its Subsidiary Guarantee, this Indenture, the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (b) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and: (ca) such Guarantor shall be the surviving Person or the surviving Person (if other than such Guarantor) (such Guarantor or such surviving Person, as the case may be, the “Surviving Guarantor”) formed by such merger, consolidation or amalgamation shall expressly assume, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, the notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by such Guarantor; (b) the Company shall have delivered deliver, or cause to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such consolidationtransaction or series of transactions have been satisfied; and (c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis, merger no Default or Event of Default shall have occurred and be continuing. The Surviving Guarantor shall succeed to, and be substituted for, and may exercise every right and power of such Guarantor under the Indenture. Except as set forth in Articles 4 and 5, and notwithstanding the foregoing, any Guarantor may (i) merge into or transfer complies all or part of its properties and assets to another Guarantor or the Company, (ii) merge with an Affiliate of the provisions Company solely for the purpose of this Indenturereincorporating or reorganizing the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a Person organized or existing under the laws of a jurisdiction in the United States.

Guarantors May Consolidate, etc., on Certain Terms. The Company shall Except as otherwise provided in this Section 11.5, a Guarantor may not permit any Guarantor to sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into any (whether or not such Guarantor is the surviving Person) another Person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of all or substantially all of the assets of any Guarantor unless: (a1) the Guarantor is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such Person remains sale, assignment, transfer, conveyance, lease or other disposition has been made is a Guarantor, the resulting, surviving corporation or transferee Person will be a Person limited liability company organized and or existing under the laws of the United States, any state of the United States or the District of Columbia and (the Guarantor or such Person, including the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, as the case may be, being herein called the “Successor Guarantor”); (2) the Successor Guarantor (if not other than the Company or such Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all the obligations of such the Guarantor under its Subsidiary the Guarantee, this Indenture, Indenture and the Registration Rights Agreement, the related Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments pursuant to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred agreements reasonably satisfactory to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictionsTrustee; (b3) immediately after giving effect to such transaction, no Default of or Event of Default shall have occurred and be continuingexists; (4) the Net Proceeds of any such sale or other disposition of a Guarantor are applied in accordance with the provisions of Section 4.10; and (c5) the Company shall have delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such the consolidation, merger or transfer sale or disposition of all or substantially all of the assets or properties of the Guarantor complies with the provisions of this Indenture. For purposes of this Section 11.5, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Guarantor, which properties and assets, if held by the Guarantor instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Guarantor on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Guarantor. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the Successor Guarantor, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture and the Registration Rights Agreement to be performed by the Guarantor, such Successor Guarantor shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all such Guarantees had been issued at the date of the execution hereof. This Section 11.5 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets by a Guarantor to the Company or another Guarantor. In addition, clauses (3), (4) and (5) will not be applicable to any Restricted Subsidiary consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to the Company or to another Restricted Subsidiary.