Common use of LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS Clause in Contracts

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture, (1) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth herein; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale or otherwise) of a Guarantor (as an entirety) to an entity which is not, and is not required to become, a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such release shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any of the Company's Indebtedness or any Indebtedness of any other of the Company's Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries. 100

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Personperson) another Person unless, person unless (i) subject to the provisions of the following paragraph and the certain other provisions of this Indenture, (1) the Person person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee guarantee and this Indenture on the terms set forth hereinin this Indenture; and (2ii) immediately before and immediately after giving effect to such transaction on a pro forma PRO FORMA basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale asset sale or otherwise) of a Subsidiary Guarantor (as an entiretyor all of its assets) to an entity which is not, and is not required to become, a Guarantor, or Subsidiary Guarantor (including the designation of a Subsidiary to become an Unrestricted Subsidiary), which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Subsidiary Guarantor will be deemed released from its obligations under its Guarantee of the NotesSecurities; providedPROVIDED, howeverHOWEVER, that any such release termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that which secure, any Indebtedness of the Company's Indebtedness Company or any Indebtedness of any other of the Company's Subsidiaries Subsidiary shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries. 100transfer.

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Personperson) another Person unless, person unless (i) subject to the provisions of the following paragraph and the certain other provisions of this Indenture, (1) the Person person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee guarantee and this Indenture on the terms set forth hereinin this Indenture; and (2ii) immediately before and immediately after giving effect to such transaction on a pro forma PRO FORMA basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale asset sale or otherwise) of a Guarantor (as an entiretyor all of its assets) to an entity which is not, and is not required to become, a Guarantor, or Guarantor (including the designation of a Subsidiary to become an Unrestricted Subsidiary), which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of the NotesSecurities; providedPROVIDED, howeverHOWEVER, that any such release termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that which secure, any Indebtedness of the Company's Indebtedness Company or any Indebtedness of any other of the Company's Subsidiaries Subsidiary shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries. 100transfer.

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture, (1) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth herein; and (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale or otherwise) of a Guarantor (as an entiretyentity) to an entity which is not, and is not required to become, a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, or upon a Guarantor becoming a Non-Guarantor Subsidiary which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of the NotesNotes and such Guarantee will terminate; provided, however, that any such release termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any of the Company's Indebtedness or any Indebtedness of any other of the Company's Subsidiaries shall also terminate upon such release, sale or transfer and none of its such Guarantor's Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's SubsidiariesSubsidiaries (other than pledges of Equity Interests of Non-Guarantor Subsidiaries pursuant to the Credit Agreement). 100Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the applicable provisions of this Indenture, the Trustee shall execute any documents reasonably required to evidence the release of any Guarantor from its obligations under the Guarantee.

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture, (1) the Person formed by by, resulting from or surviving any such consolidation or merger (if other than such Guarantor) (a) expressly assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior subordinated unsecured basis, all of such Guarantor's ’s obligations under such Guarantor's ’s Guarantee on the terms set forth herein; and (b) delivers to the Trustee an Opinion of Counsel that such supplemental indenture and guarantee have been duly authorized, executed and delivered and that each of such documents and the Indenture constitutes a legal, valid, binding and enforceable obligation of such Person, in each case subject to customary qualifications; and (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. .. The provisions of this Section 11.4 10.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale Sale, sale or transfer of all of the Equity Interests or otherwise) of a Guarantor (as an entirety) to an entity a Person which is not, and is not required to become, a Guarantor, or the designation of a Subsidiary to become as an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of the NotesNotes and under the Registration Rights Agreement; provided, however, that any such release shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any of the Company's ’s Indebtedness or any Indebtedness of any other of the Company's ’s Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's ’s Indebtedness or any Indebtedness of any of the Company's ’s Subsidiaries. 100.

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture, (1) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, pursuant to which such Person shall unconditionally guarantee, on a senior subordinated basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth herein; and (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale or otherwise) of a Guarantor (as an entirety) to an entity which is not, and is not required to become, a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of the Notes; provided, however, that any such release termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any of the Company's Indebtedness or any Indebtedness of any other of the Company's Subsidiaries shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Company's Subsidiaries. 100.

LIMITATION ON MERGER OF SUBSIDIARIES AND RELEASE OF GUARANTORS. No Guarantor shall consolidate or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless, subject to the provisions of the following paragraph and the other provisions of this Indenture, the Registration Rights Agreement and the Collateral Agreements, (1) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under its Guarantee, the Notes, this Indenture, the Registration Rights Agreement and the Collateral Agreements pursuant to a supplemental indenture and other documents in form reasonably satisfactory to the Trustee, pursuant to which such Person shall shall, among other things, unconditionally guarantee, on a senior basis, all of such Guarantor's obligations under such Guarantor's Guarantee on the terms set forth hereinin this Indenture; (2) the Collateral owned by such Guarantor at the time of such transaction shall, upon consummation of such transaction, (A) continue to constitute Collateral under this Indenture and the Collateral Agreements, (B) be subject to the Lien in favor of the Trustee for the benefit of the Holders of the Notes, and (C) not be subject to any Lien other than Permitted Liens; (3) the property and assets of the Person that is merged or consolidated with or into such Guarantor, to the extent that they are property or assets of the types that would constitute Collateral under this Indenture and the Collateral Agreements, shall be treated as After-Acquired Property, and such Guarantor or the surviving Person, as the case may be, shall take such action as may be necessary to cause such property and assets to be made subject to the Lien under this Indenture and the Collateral Agreements in the manner and to the extent required thereby; and (4) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred or be continuing; and (3) immediately after giving effect to such transaction on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 4.11. The provisions of this Section 11.4 shall not apply to the merger of any Guarantors with and into each other or with or into the Company. In addition, the Trustee may require any such Person to ensure, by executing and delivering instruments and opinions of counsel in form reasonably satisfactory to the Trustee, that the Trustee continues to hold a Lien, having the same relative priority as was the case immediately prior to such transaction(s), on all Collateral for the benefit of the Holders. Upon the sale or disposition (whether by merger, stock purchase, Asset Sale or otherwise) of a Guarantor (as an entirety) to an entity which is not, and is not required to become, a Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the provisions of Section 4.14), such Guarantor will be deemed released from its obligations under its Guarantee of Guarantee, the Notes, the Registration Rights Agreement and the Collateral Agreements as set forth in Section 11.9 and the Collateral owned by such Guarantor shall be released from the Liens created by the Collateral Agreements as set forth in Section 11.9(b); provided, however, that any such release termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any of the Company's Indebtedness or any Indebtedness of any other of the Company's Subsidiaries of the Company shall also terminate upon such release, sale or transfer and none of its Equity Interests are pledged for the benefit of any holder of any of the Company's Indebtedness or any Indebtedness of any of the Subsidiaries of the Company's Subsidiaries. 100.