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

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no Guarantor shall, and the Company will not permit any Guarantor to, consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be the surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee; and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 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.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof12.08 and the last paragraph of this Section 8.02, no each Guarantor shallshall not, and the Company Issuers will not permit any Guarantor to, consolidate with or merge with or into any other Person or conveywind up into (whether or not such Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor in one or more related transactions to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation shall be a corporation other disposition will have been made is an entity organized and validly or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and shall Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (2) the Successor Person, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s GuaranteeGuarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (24) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuers shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease andand such supplemental indentures, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article Nine Indenture. Notwithstanding the foregoing, (i) any Guarantor may merge into or transfer all or part of its properties and that all conditions precedent herein provided for relating assets to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer another Guarantor or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 (ii) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets 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 hereofCompany or any Guarantor.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no A Guarantor shall, and the Company will shall not permit any Guarantor to, consolidate with or merge with or into any other Person Person, or sell, assign, convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any other Person, and no such Guarantor shall, and the Company will shall not permit any Guarantor to, permit any other Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to such Guarantor, ; unless: (1i) subject to Section 9.5 hereof, the other Person is the Company or a Guarantor; (ii) (ii) (A) either (x) such Guarantor shall be is the continuing Person or (y) the resulting, surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall transferee Person expressly assumeassumes, by an indenture supplemental hereto, executed by the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under its Guarantee of the Indenture Notes; and such Guarantor’s Guarantee; and (2B) immediately after giving effect to such the transaction, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened occurred and be continuing; or (iii) the transaction constitutes the sale, providedexchange or transfer (by merger, howeverconsolidation, that amalgamation, wind-up liquidation, dissolution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), other than to a Guarantor may consolidate withSubsidiary of the Company, and such sale, exchange or sell, convey or lease all or substantially all of its properties and assets to, or merge transfer is made in compliance with or into, any other Person in connection with a Permitted Joint Venture Transaction.the Indenture; (b) The Company In the event of any sale, consolidation, merger, transfer, assignment, conveyance, lease or other transaction pursuant to this Section 9.06, either such Guarantor or the successor Person shall deliver have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine Section 9.06 and that all conditions precedent herein in the Indenture provided for relating to such transaction have been complied with. (c) In case Upon any consolidation by a Guarantor with or merger of a Guarantor into any such consolidation, merger, other Person or any conveyance, transfer or lease of the properties and upon the assumption by assets of a Guarantor substantially as an entirety to any Person in accordance with this Section 9.06, the successor PersonPerson formed by such consolidation or into which such Guarantor is merged or to which such conveyance, by supplemental indenturetransfer or lease is made shall succeed to, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for for, and may exercise every right and power of, such Guarantor under the Guarantor Indenture with the same effect as if it such successor Person had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of Guarantor in 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 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 hereofIndenture.

Guarantors May Consolidate, Etc., Only on Certain Terms. Each Guarantor (aother than any Guarantor whose Guarantee is to be released in accordance with the terms of its Guarantee and this Indenture in connection with any transaction complying with Section 10.17) Except as otherwise provided in Section 9.5 hereof, no Guarantor shallshall not, and the Company will Issuer shall not cause or permit any Guarantor to, consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and no Guarantor shall, and or consummate a Division as the Company will Dividing Person (whether or not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor is the surviving Person), other than the Issuer or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, any other Guarantor unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of Person or the entity formed by or surviving any such consolidation or consolidation, merger or the resultant Division (if other than such Guarantor) or successor corporation shall be a corporation to which such sale, lease, conveyance or other disposition has been made is an entity organized and validly or existing under the laws of the United States of America, or any State thereof or the District of Columbia and shall expressly assume, Columbia; (2) such entity (if other than such Guarantor) assumes by an supplemental indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, or joinder all of the Obligations obligations of such the Guarantor on its Guarantee and under the Indenture and such Guarantor’s Guarantee; andeach applicable Security Document; (23) immediately after giving effect to such transaction, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, Default shall have happened occurred and be continuing; (4) to the extent any assets of such entity are assets of the type which would constitute Collateral under the Security Documents, providedsuch entity will take such action as may be reasonably necessary in order to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and (5) the Collateral owned by or transferred to such entity shall (x) continue to constitute Collateral under this Indenture and the Security Documents, however(y) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (z) not be subject to any Lien other than Permitted Collateral Liens. Subject to Section 12.08, that a the successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge, consolidate withor amalgamate with or into, wind up into or sell, convey or lease transfer all or substantially all part of its properties and assets toto another Guarantor or the Issuer, (ii) merge, consolidate or amalgamate with or into an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any State thereof, the District of Columbia or any territory thereof, (iii) convert into a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or any other jurisdiction of any State of the United States, or merge with (iv) liquidate or intodissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders, any other Person in each case, without regard to the requirements set forth in this Section 8.02. For all purposes under this Indenture, in connection with any Division, (x) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a Permitted Joint Venture Transaction. (b) The Company different Person, then it shall deliver be deemed to have been transferred from the original Person to the Trustee an Officers’ Certificate subsequent Person, and an Opinion (y) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of Counsel, each stating that its existence by the holders of its Capital Stock at such consolidation, merger, conveyance, transfer or lease and, if a time. Notwithstanding anything to the contrary in Section 1.03 of this Indenture and so long as no supplemental indenture is required pursuant to this Section 8.02, no Officer’s Certificate or Opinion of Counsel shall be required in connection with such transactionthe merger, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer amalgamation or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, winding up of the Note 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, such successor Person will succeed to and be substituted for the a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued 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 hereofthis Section 8.02.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no Guarantor shall, and the Company will not permit any Guarantor to, consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be the surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee; and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) . The Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) . In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 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.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof12.08 and the last paragraph of this Section 8.02, no each Guarantor shallshall not, and the Company Issuers will not permit any Guarantor to, consolidate with or merge with or into any other Person or conveywind up into (whether or not such Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor in one or more related transactions to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation shall be a corporation other disposition will have been made is an entity organized and validly or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and shall Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (2) the Successor Person, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s GuaranteeGuarantee pursuant to supplemental indentures; (3) immediately after such transaction no Default or Event of Default exists; and (24) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuers shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease andand such supplemental indentures, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article Nine Indenture. Notwithstanding the foregoing, (i) any Guarantor may merge into or transfer all or part of its properties and that all conditions precedent herein provided for relating assets to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer another Guarantor or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 (ii) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets 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 hereofCompany or any Guarantor.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no A Guarantor shall, and the Company will shall not permit any Guarantor to, consolidate with or merge with or into any other Person Person, or sell, assign, convey, transfer or lease all or substantially all of its properties and assets as an entirety or substantially as an entirety to any other Person, and no such Guarantor shall, and the Company will shall not permit any Guarantor to, permit any other Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to such Guarantor, ; unless: (1i) subject to Section 9.5 hereof, the other Person is the Company or a Guarantor; (ii) (A) either (x) such Guarantor shall be is the continuing Person or (y) the resulting, surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall transferee Person expressly assumeassumes, by an indenture supplemental hereto, executed by the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under its Guarantee of the Indenture Notes; and such Guarantor’s Guarantee; and (2B) immediately after giving effect to such the transaction, no Event of Default, and no Default or event which, after notice or lapse of time time, or both, would become an Event of Default, shall have happened occurred and be continuing; or (iii) the transaction constitutes the sale, providedexchange or transfer (by merger, howeverconsolidation, that amalgamation, wind-up liquidation, dissolution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), other than to a Guarantor may consolidate withSubsidiary of the Company, and such sale, exchange or sell, convey or lease all or substantially all of its properties and assets to, or merge transfer is made in compliance with or into, any other Person in connection with a Permitted Joint Venture Transaction.the Indenture; (b) The Company In the event of any sale, consolidation, merger, transfer, assignment, conveyance, lease or other transaction pursuant to this Section 9.06, either such Guarantor or the successor Person shall deliver have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine Section 9.06 and that all conditions precedent herein in the Indenture provided for relating to such transaction have been complied with. (c) In case Upon any consolidation by a Guarantor with or merger of a Guarantor into any such consolidation, merger, other Person or any conveyance, transfer or lease of the properties and upon the assumption by assets of a Guarantor substantially as an entirety to any Person in accordance with this Section 9.06, the successor PersonPerson formed by such consolidation or into which such Guarantor is merged or to which such conveyance, by supplemental indenturetransfer or lease is made shall succeed to, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for for, and may exercise every right and power of, such Guarantor under the Guarantor Indenture with the same effect as if it such successor Person had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of Guarantor in 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 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 hereofIndenture.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof12.08, no Subsidiary Guarantor shall, and the Company will Issuer shall not permit any a Subsidiary Guarantor to, merge, consolidate with or merge amalgamate with or into any other Person or conveywind up into (whether or not such Subsidiary Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either (A) such Subsidiary Guarantor shall be is the surviving corporation of Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than such Subsidiary Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation other disposition shall be have been made is a corporation Person organized and validly or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, as the case may be, or the laws of the United States of AmericaStates, any State state thereof or the District of Columbia and shall Columbia, (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (A) the Successor Guarantor, if other than such Subsidiary Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Subsidiary Guarantor under the this Indenture and such Subsidiary Guarantor’s Guaranteerelated Guarantee pursuant to supplemental indentures or other documents or instruments; and (2B) except in the case of a merger entered into solely for the purpose of reincorporating a Subsidiary Guarantor in another jurisdiction, immediately after giving effect to such transaction, no Event of DefaultDefault exists; or (2) the transaction is not prohibited by Section 10.17. Subject to Section 12.08, the Successor Guarantor shall succeed to, and no event whichbe substituted for, after notice or lapse of time or bothsuch Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, would become an Event of Default, shall have happened and be continuing, provided, however, that a any Subsidiary Guarantor may (i) merge, consolidate withor amalgamate with or into, wind up into or sell, convey or lease transfer all or substantially all part of its properties and assets toto another Guarantor or the Issuer, (ii) merge, consolidate or amalgamate with or into an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (iii) convert into a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or a jurisdiction in the United States, or (iv) liquidate or dissolve or change its legal form if the Board of the Issuer or the senior management of the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders, in each case, without regard to the requirements set forth in this Section 8.02. Nothing contained in this Section 8.02 shall limit Parent Guarantor’s ability to consolidate with, merge with or intosell any of its assets to any Person, any other Person in connection with except the Issuer or a Permitted Joint Venture Transaction. (b) The Company shall deliver Subsidiary Guarantor, to the Trustee an Officers’ extent provided in this Section 8.02. Notwithstanding anything to the contrary in Section 1.03 of this Indenture, no Officer’s Certificate and an or Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is Counsel shall be required in connection with such transactionthe merger, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer amalgamation or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, winding up of the Note 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, such successor Person will succeed to and be substituted for the a Subsidiary 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 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 hereofthis Section 8.02.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof1208, no Guarantor shall, and the Company will Issuer shall not permit any such Guarantor to, consolidate with or merge with or into any other Person or conveydissolve (whether or not such Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either (A) such Guarantor shall be is the surviving corporation of Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation other disposition shall be have been made is a corporation Person organized and validly or existing under the laws of the United States of AmericaStates, any State thereof or state, the 67 District of Columbia and shall or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (A) the Successor Person, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s Guaranteerelated Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (B) immediately after such transaction, no Default exists; and (2C) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuer shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease andand such supplemental indentures, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with.Indenture; or (c2) In case of any such consolidationthe transaction is an Asset Sale that is not prohibited by Section 1013. Subject to Section 1208, mergerthe Successor Person shall succeed to, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor with in the same effect United States, any state thereof, the District of Columbia or any territory thereof so long as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all the amount of Indebtedness of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall Issuer and its Restricted Subsidiaries is 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 increased thereby or (iii) convert into a Person organized or existing under the Indenture as laws of a jurisdiction in 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 hereofUnited States.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof12.08, no Guarantor shall, and the Company will Issuer shall not permit any a Guarantor to, merge, consolidate with or merge amalgamate with or into any other Person (whether or conveynot the Issuer or a Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1A) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation shall be other disposition will have been made is a corporation corporation, partnership, limited partnership, limited liability company, trust or other entity organized and validly or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States of AmericaStates, any State state or territory thereof or the District of Columbia and shall (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (B) the Successor Guarantor, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s Guaranteerelated Note Guarantee pursuant to supplemental indentures, joinders to the applicable Security Documents and the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement or other documents or instruments in form reasonably satisfactory to the Trustee and the Notes Collateral Agent; and (C) to the extent any assets of the Person who is merged, consolidated or amalgamated with or into the Successor Guarantor are assets of the type that would constitute Collateral under the Security Documents, the Successor Guarantor will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents; or (2) immediately after giving effect to such transaction, no Event of Defaultthe transaction is not prohibited by Section 10.17. The Successor Guarantor shall succeed to, and no event whichbe substituted for, after notice such Guarantor under this Indenture, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or lapse of time Acceptable Junior Priority Intercreditor Agreement and the applicable Security Documents and such Guarantor’s Note Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or bothAcceptable Junior Priority Intercreditor Agreement and the applicable Security Documents and such Guarantor’s Note Guarantee. Notwithstanding the foregoing, would become an Event of Defaultany Guarantor may (i) merge, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or amalgamate with or into or sell, assign, transfer, lease, convey or lease otherwise dispose of all or substantially all part of its properties and or assets toto another Guarantor or the Issuer, (ii) merge, consolidate or merge amalgamate with or intointo the Issuer or an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing such Guarantor in the United States, any state or territory thereof or the District of Columbia, (iii) convert into a corporation, partnership, limited partnership, limited liability company, trust or other Person entity organized or existing under the laws of the jurisdiction of organization of such Guarantor or a jurisdiction in connection with a Permitted Joint Venture Transaction. the United States, any state or territory thereof or the District of Columbia or (biv) The Company shall deliver liquidate or dissolve or change its legal form if the Board of the Issuer or the senior management of the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Trustee an Officers’ Certificate and an Opinion of CounselHolders, in each stating that such consolidationcase, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered without regard to the Trustee and satisfactory requirements set forth in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 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 hereofthis Section 8.02.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof1208 and the last paragraph of this Section 802, no each Guarantor shallshall not, and the Company Issuers will not permit any Guarantor to, consolidate with or merge with or into any other Person or conveywind up into (whether or not such Guarantor is the surviving corporation), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor in one or more related transactions to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation shall be a corporation other disposition will have been made is an entity organized and validly or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and shall Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (2) the Successor Person, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s GuaranteeGuarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of Default exists; and (24) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuers shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergermerger or transfer and such supplemental indentures, conveyanceamendments, transfer or lease andcomply with this Indenture, if a supplemental indenture is required in connection with such transaction, such supplemental indenture supplement shall comply with the applicable provisions of this Article Nine Indenture. Notwithstanding the foregoing, (i) any Guarantor may merge into or transfer all or part of its properties and that all conditions precedent herein provided for relating assets to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer another Guarantor or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 (ii) any Subsidiary that is not a Guarantor may consolidate with, merge into or transfer all or part of its properties and assets 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 hereofCompany or any Guarantor.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof12.08, no Guarantor shall, and the Company will Issuer shall not permit any a Guarantor to, merge, consolidate with or merge amalgamate with or into any other Person (whether or conveynot the Issuer or a Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1A) subject to Section 9.5 hereof, either such Guarantor shall be is the surviving corporation of Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation shall be other disposition will have been made is a corporation corporation, partnership, limited partnership, limited liability company, trust or other entity organized and validly or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States of AmericaStates, any State state or territory thereof or the District of Columbia and shall (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); (B) the Successor Guarantor, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s Guaranteerelated Note Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; and (2C) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuer shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such merger, consolidation, mergeramalgamation, conveyancesale, transfer assignment, transfer, lease, conveyance or lease anddisposition and such supplemental indentures or other documents or instruments, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with.Indenture; or (c2) In case of any such consolidationthe transaction is not prohibited by Section 10.17. The Successor Guarantor shall succeed to, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for, such Guarantor under this Indenture and such Guarantor’s Note Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Note Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge, consolidate or amalgamate with or into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties or assets to another Guarantor or the Issuer, (ii) merge, consolidate or amalgamate with or into the Issuer or an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing such Guarantor with in the same effect as if it had been named herein as United States, any state or territory thereof or the District of Columbia, (iii) convert into a Guarantor. Such successor Person thereupon may cause to be signed any corporation, partnership, limited partnership, limited liability company, trust or all other entity organized or existing under the laws of the Note Guarantees to be endorsed upon all jurisdiction of organization of such Guarantor or a jurisdiction in the United States, any state or territory thereof or the District of Columbia or (iv) liquidate or dissolve or change its legal form if the Board or the senior management of the Notes issuable hereunder which theretofore shall Issuer determines in good faith that such action is in the best interests of the Issuer and is not have been signed by the Company and delivered materially disadvantageous to the Trustee. All Holders, in each case, without regard to the Note Guarantees so issued will requirements set forth 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 hereofthis Section 8.02.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 1208 hereof, no Guarantor shallwill, and the Company will not permit any Guarantor to, consolidate with consolidate, amalgamate or merge with or into any other Person or conveywind up into (whether or not such Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and or assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor in one or more related transactions to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be is the continuing, resulting or surviving corporation of Person or (2) the Person formed by, continuing or resulting from or surviving any such consolidation or consolidation, amalgamation, merger or winding up or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made (the resultant or successor corporation shall be a corporation organized and validly existing under “Successor Person”), if other than such Guarantor, expressly assumes all the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under this Indenture, such Guarantor’s Guarantee and the applicable Security Documents, pursuant to supplemental indentures or other applicable documents or instruments in form reasonably satisfactory to the Trustee and the Notes Collateral Agent, if applicable. Subject to Section 1208 hereof, the Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee (and references to such Guarantor will be deemed references to the Successor Person, unless the context requires otherwise), as applicable, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and the Guarantor’s Guarantee; and. Notwithstanding anything to the contrary in this Indenture: (2a) immediately after giving effect to such transactionany Subsidiary may consolidate, no Event of Defaultamalgamate or merge with or into or wind up into or sell or assign, and no event whichtransfer, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or selllease, convey or lease otherwise dispose of all or substantially all or part of its properties and assets to, in one or merge with more related transactions to the Company or into, any other Person in connection with a Permitted Joint Venture Transaction.Guarantor; (b) The the Company shall deliver to or any Guarantor may merge or amalgamate with an Affiliate of the Trustee an Officers’ Certificate Company solely for the purpose of reincorporating the Company or such Guarantor in another jurisdiction of the United States so long as the amount of Indebtedness of the Company and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease the Subsidiaries is not increased thereby; and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidationGuarantor may merge into, mergeramalgamate or consolidate with, conveyancewind up into or sell, transfer assign, transfer, lease, convey or lease 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 otherwise dispose of all or part of its properties and assets to another Guarantor or the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the 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 hereofCompany.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no No Guarantor shall, and the Company will not permit any Guarantor todirectly or indirectly, consolidate with sell, assign, transfer, convey or merge with or into any other Person or convey, transfer or lease otherwise dispose of all or substantially all of its properties and or assets to any Persontaken as a whole, and no Guarantor shallin one or more related transactions, and the Company will not permit any Guarantor to, permit any Person to or consolidate with or merge into with or into, another Person (whether or not such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, is the surviving Person) unless: (1) subject solely in the case of a Subsidiary Guarantor, the other Person is the Company, Holdings or any Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (2) solely in the case of Holdings: (a) immediately after giving effect to Section 9.5 hereofthat transaction, either no Default or Event of Default exists; and (b) either: (i) Holdings or the Company is the continuing Person; or (ii) the Person acquiring the property in any such Guarantor shall be sale or disposition or the Person formed by or surviving corporation of any such consolidation or merger assumes all the obligations of Holdings under this Indenture, its Note Guarantee, the Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture satisfactory to the Trustee; and (c) unless such transaction is a merger or consolidation involving solely Holdings and the Company and the Person formed by or surviving such consolidation or merger is Holdings or the resultant Company, immediately after giving effect to that transaction, all of the Equity Interests of the Company are owned, directly or successor corporation shall be indirectly, by Holdings; and (d) the requirements specified in clauses (5), (6) and (7) of the first paragraph under Section 5.01 are satisfied; or (3) solely in the case of a Guarantor (other than Holdings), immediately after giving effect to that transaction, no Default or Event of Default exists; and either: (a) the Guarantor is the continuing Person; or (b) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (x) assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee, the Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture and other agreement reasonably satisfactory to the Trustee and (y) if (but only if) that Guarantor is the Parent, is a corporation or limited liability company organized and validly existing under the laws of the United States of AmericaStates, any State state thereof or the District of Columbia and shall expressly assumeColumbia; or (4) solely in the case of a Subsidiary Guarantor, the transaction constitutes a sale or other disposition (including by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all way of consolidation or merger) of the Obligations Guarantor or the sale or disposition of such Guarantor under the Indenture and such Guarantor’s Guarantee; and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all the assets of its properties the Guarantor (in each case other than to Holdings or the Company or a Subsidiary Guarantor) otherwise permitted by Section 4.10 and assets to, Section 4.11 and the other provisions of this Indenture and the Net Available Cash of such sale or merge other disposition are applied in accordance with or into, any Section 4.10 and Section 4.11 and the other Person in connection with a Permitted Joint Venture Transaction. (b) provisions of this Indenture. The Company Guarantor shall deliver to the Trustee prior to the proposed transaction contemplated by this Section 10.02 an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating of which will state that such consolidationsale, mergerassignment, conveyancetransfer, transfer conveyance or lease andother disposition of properties or assets, if a consolidation or merger and the supplemental indenture is required referred to in connection with such transaction, such supplemental indenture this Section 10.02 comply with this Article Nine Section 10.02 and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 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.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Subject to Section 9.5 hereof1208, no Guarantor shall, and the Company will Issuer shall not permit any such Guarantor to, consolidate with or merge with or into any other Person or conveydissolve (whether or not such Guarantor is the surviving Person), transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions, to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either (A) such Guarantor shall be is the surviving corporation of Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the resultant to which such sale, assignment, transfer, lease, conveyance or successor corporation other disposition shall be have been made is a corporation Person organized and validly or existing under the laws of the United States of AmericaStates, any State thereof or state, the District of Columbia and shall or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”); (A) the Successor Person, if other than such Guarantor, expressly assume, by an indenture supplemental hereto, executed and delivered to assumes all the Trustee, in form satisfactory to the Trustee, all of the Obligations obligations of such Guarantor under the this Indenture and such Guarantor’s Guaranteerelated Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (B) immediately after such transaction, no Default exists; and (2C) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, the Issuer shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) The Company shall deliver delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease andand such supplemental indentures, if a supplemental indenture is required in connection with such transactionany, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with.Indenture; or (c2) In case of any such consolidationthe transaction is an Asset Sale that is made in compliance with Section 1017. Subject to Section 1208, mergerthe Successor Person shall succeed to, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor with in the same effect United States, any state thereof, the District of Columbia or any territory thereof so long as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all the amount of Indebtedness of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall Issuer and its Restricted Subsidiaries is 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 increased thereby or (iii) convert into a Person organized or existing under the Indenture as laws of a jurisdiction in 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 hereofUnited States.

Guarantors May Consolidate, Etc., Only on Certain Terms. (a) Except as otherwise provided in Section 9.5 hereof, no Guarantor shall, and the Company will not permit any Guarantor to, consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, and no Guarantor shall, and the Company will not permit any Guarantor to, permit any Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to such Guarantor, unless: (1) subject to Section 9.5 hereof, either such Guarantor shall be the surviving corporation of such consolidation or merger or the resultant or successor corporation shall be a corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the Obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee; and (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, provided, however, that a Guarantor may consolidate with, or sell, convey or lease all or substantially all of its properties and assets to, or merge with or into, any other Person in connection with a Permitted Joint Venture Transaction. (b) . The Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article Nine and that all conditions precedent herein provided for relating to such transaction have been complied with. (c) . In case of any such consolidation, merger, conveyance, transfer or lease and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture 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 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.