Common use of Limitations on Mergers, Consolidations and Sales of Assets Clause in Contracts

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (x) the Company is the surviving or continuing Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; and (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken this Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to and the Trustee;Security Documents, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to: (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company This Section 3.12 shall not, directly or indirectly: (x) replace the provisions contained in Sections 9.1 and 9.2 of the Base Indenture in its entirety and the references to Article Nine in Section 9.3 of the Base Indenture shall refer to this Section 3.12. Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which Hovnanian, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (ya) the Person formed by or surviving any such consolidation or merger (if other than Hovnanian, the Company) Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements supplemental indenture in a form reasonably satisfactory to the Trustee;Trustee all of the obligations of Hovnanian, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and the Indenture, (3b) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4c) the Company or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction immediately after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter periodto such transaction, Hovnanian (ior its Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 3.05(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 5.02 hereof, or assets(ii) a transaction the purpose of which is to change the state of incorporation of Hovnanian, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1) either: (x) the Company is the surviving entity or continuing Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is (i) a Person corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of ColumbiaColumbia or (ii) an entity organized or existing under the laws of a Permitted Foreign Jurisdiction; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made assumes all the obligations of the Company under the Notes and this the Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (4) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, either (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.11(a), 4.09(a) or (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Consolidated Interest Coverage Ratio of the Company immediately prior or the Person formed by or surviving such transaction (if other than the Company) or to which such disposition shall have been made, calculated for the most recent four quarter period for which internal financial statements of the Company are available, after giving pro forma effect to such transaction and any related incurrence of Indebtedness, is (A) at least 2.0 to 1.0 or (iiiB) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Interest Coverage Ratio of the Company determined for such period without giving effect to such transaction and incurrence of Indebtedness; (5) in the case of clause (1)(ii) above, in the event that the Person formed by or surviving such transaction is organized in a jurisdiction that is different from the jurisdiction in which the obligor on the Notes was organized immediately preceding before giving effect to the transaction: (A) such Person has delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating (x) that the obligations of such Person under the Indenture are enforceable under the laws of its formation subject to customary exceptions and (y) the Holders of Notes will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction and except as may result from a change in the source of any interest income, will be subject to U.S. federal income tax on the same amount and at the same times as would have been the case if such transaction had not occurred; (B) such Person has agreed in writing to submit to New York jurisdiction and appoints an agent for the service of process in New York, each under terms reasonably satisfactory to the Trustee; and (C) the Company's Board of Directors or the comparable governing body of the Person formed by or surviving such transaction determines in good faith that such transaction will not adversely affect the interests of the Holders of Notes in any material respect and a Board Resolution to that effect is delivered to the Trustee; and (6) the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; provided, however, that clause (4) of this 5.01(a) shall no longer be applicable from and after the occurrence of any Investment Grade Rating Event. (b) In additionFor purposes of this Section 5.01, Company may notthe sale, directly assignment, transfer, lease, conveyance or indirectly, lease other disposition of all or substantially all of its the properties or assets of one or more Subsidiaries of the Company, which properties or assets, in one if held by the Company instead of such Subsidiaries, would constitute all or more related transactionssubstantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company. (c) Section 5.01(a)(3) will not apply to any transaction in which the Company consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a corporation or other Personentity or (y) a Restricted Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Section 5.01(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Company.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company and its or a Restricted Subsidiaries taken as Subsidiary is the survivor of a wholeconsolidation or merger, or the transferee in one a sale, lease, conveyance or more related transactions, to another Person, other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and has occurred and is continuing, (4iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger Successor (if other than in the case of a transaction involving the Company), or to which such saleas the case may be, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant equal to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction or (iii) have exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs) less any amount treated as a Restricted Payment in connection with such transaction in accordance with this Indenture and (iv) unless prior to such transaction the Notes are rated Investment Grade by both Rating Agencies (after which this clause (iv) shall not apply), immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth of such transaction, the Company immediately preceding could incur at least $1.00 of Indebtedness pursuant to Section 3.02(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture or assets, in one (ii) a transaction the purpose of which is to change the state of incorporation of the Company or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this the Indenture pursuant to agreements reasonably satisfactory to and the Trustee;Security Documents, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to: (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither of the Issuers nor any of the Guarantors will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken this Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Corporate Issuer or a Guarantor is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition, liquidation or dissolution) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Corporate Issuer or the Restricted Subsidiary, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Corporate Issuer or the Restricted Subsidiary, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing and (4iii) immediately after giving effect to such transaction, either (A) the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to incur could Incur at least $1.00 of additional Ratio Indebtedness pursuant to the test set forth in Section 4.11(a4.06(a), (iiB) have a Fixed Charge Coverage Ratio that is not less than the Consolidated Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be greater than or equal to such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction or (iiiC) have the ratio of Consolidated Net Worth immediately after the transaction equal Total Indebtedness to or greater than the Consolidated Tangible Net Worth of the Company and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be less than or equal to such ratio for the Company and the Restricted Subsidiaries immediately preceding the prior to such transaction. (b) In additionSection 4.14(a) shall not apply to: (i) a transaction involving the sale or disposition of Equity Interests of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, (ii) a transaction the purpose of which is to change the state of incorporation of the Company, the Corporate Issuer or assetsany Restricted Subsidiary, (iii) a liquidation or dissolution of any Restricted Subsidiary, other than the Corporate Issuer or (iv) a sale, lease, conveyance or other disposition of all or substantially all of the assets of any Restricted Subsidiary in connection with the sale or wind-down of retail or other land sales by such Restricted Subsidiary. (c) Upon any consolidation or merger of either of the Issuers or any Guarantor, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of either of the Issuers or any Guarantor, in one each case in accordance with this Section 4.14, in which any such Issuer or more related transactionsGuarantor is not the continuing obligor under the Notes, the surviving entity formed by such consolidation or into which such Issuer or Guarantor is merged or the Person to which the sale, lease, conveyance, lease or disposition is made will succeed to, and be substituted for, and may exercise every right and power of, such Issuer or Guarantor under this Indenture and the Notes with the same effect as if such surviving entity had been named therein as such Issuer or Guarantor, as applicable. Upon any other Person.such consolidation, merger, sale, lease, conveyance or disposition, the Issuers shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (i) with respect to both the Officers’ Certificate and the Opinion of Counsel, stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of this Indenture, (ii) with respect to the Officers’ Certificate only, that all conditions precedent in this Indenture relating to such transaction have been satisfied and (iii) with respect to the Opinion of Counsel only, if a supplemental indenture is required in connection with such transaction, that this Indenture, as amended by such supplemental indenture, constitutes the legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Senior Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantee or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company and its or a Restricted Subsidiaries taken as Subsidiary is the survivor of a wholeconsolidation or merger, or the transferee in one a sale, lease, conveyance or more related transactions, to another Person, other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "Successor"), is a Person corporation or other legal entity --------- organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and has occurred and is continuing, (4iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the --- ----- Company or the Person formed by or surviving any such consolidation or merger Successor (if other than in the case of a transaction involving the Company), or to which such saleas the case may be, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant equal to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction or (iii) have exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs) less any amount treated as a Restricted Payment in connection with such transaction in accordance with this Indenture and (iv) unless prior to such transaction the Notes are rated Investment Grade by both Rating Agencies (after which this clause (iv) shall not apply), immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth of such transaction, the Company immediately preceding could incur at least $1.00 of Indebtedness pursuant to Section 3.01(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture or assets, in one (ii) a transaction the purpose of which is to change the state of incorporation of the Company or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Borrower nor any other Loan Party will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of the properties its assets (including, without limitation, by way of liquidation or assets dissolution), or assign any of the Company its obligations under this Agreement and its Restricted Subsidiaries taken any other Loan Document (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which Holdings, the Borrower or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than Holdings, the Company) Borrower or the other Loan Parties, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements amendment hereto in a form reasonably satisfactory to the Trustee;Administrative Agent all of the obligations of Holdings, the Borrower or the other Loan Parties, as the case may be, under this Agreement and any other Loan Document, as the case may be, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) the Company or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction immediately after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, to such transaction, (iA) be permitted to Holdings (or its Successor) could incur at least $1.00 of additional Indebtedness pursuant to Section 6.03(a) hereof, or (B) the test set forth in Section 4.11(a), (ii) have a Consolidated Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction or the ratio of Indebtedness of Holdings and the Restricted Subsidiaries to Consolidated Tangible Net Worth of Holdings would be equal to or less than the Company ratio immediately preceding prior to such transaction. The foregoing provisions shall not apply to: (1) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee, or assets(2) a transaction the purpose of which is to change the state of incorporation or formation of Holdings, in one the Borrower or more related transactions, to any other PersonLoan Party.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) may not consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); , or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactionstransactions to, to another Person, unless: (1) either: (x) the Company is the surviving entity or continuing Person; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made is a Person corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) ), or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made (a) assumes all the obligations of the Company under the Notes and this the Indenture pursuant to agreements a supplemental indenture in a form reasonably satisfactory to the TrusteeTrustee and (b) shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to the Parity Liens in the manner and to the extent required under the Security Documents and shall deliver an Opinion of Counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Security Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Agent, as applicable, may reasonably request; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; and; (4) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, either (i) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition has shall have been made will, on at the date time of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same such transaction had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section 4.11(a), 5.09(a) or (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Consolidated Interest Coverage Ratio of the Company immediately prior or the Person formed by or surviving such transaction (if other than the Company) or to which such disposition shall have been made, calculated for the most recent four quarter period for which internal financial statements of the Company are available, after giving pro forma effect to such transaction and any related incurrence of Indebtedness, is (A) at least 2.0 to 1.0 or (iiiB) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth Interest Coverage Ratio of the Company immediately preceding determined for such period without giving effect to such transaction and incurrence of Indebtedness; and (5) the transactionCompany shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. (b) In additionFor purposes of this Section 6.01, Company may notthe sale, directly assignment, transfer, lease, conveyance or indirectly, lease other disposition of all or substantially all of its the properties or assets of one or more Subsidiaries of the Company, which properties or assets, in one if held by the Company instead of such Subsidiaries, would constitute all or more related transactionssubstantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to any other Personbe the transfer of all or substantially all of the properties or assets of the Company.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantee or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "Successor"), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; andhas occurred and is continuing, (4iii) in the case of a transaction involving the Company, immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger (if other than Company)Successor as the case may be, or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant equal to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction or (iii) have exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs) less any amount treated as a Restricted Payment in connection with such transaction in accordance with the Indenture, and (iv) immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth of such transaction, the Company immediately preceding (or its Successor) could incur at least $1.00 of Indebtedness pursuant to Section 3.2(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. The Company will not (a) The Company shall not, directly or indirectly: (x) consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation); or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any other Person, unless: or permit any other Person to merge into the Company, unless (1i) either: (x) the Company is the surviving or continuing Person; Person shall be either the Company or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person another solvent corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; Columbia having long term unsecured debt which is rated "BBB" or better by Standard & Poor's Corporation or "Baa" or better by Xxxxx'x Investors Service, Inc., (2ii) the Person formed due and punctual payment of the principal of and Make-Whole Amount, if any, and interest on all of the Notes according to their tenor, and this Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving corporation and the surviving corporation shall furnish to the holders of the Notes an opinion of counsel satisfactory to such Stepan Company Amended and Restated Note Agreement holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' right generally and by general equitable principles, and (iii) no Event of Default shall exist at the time of, or surviving result from, such merger or consolidation; or (b) sell, lease, transfer or otherwise dispose of all or any such consolidation or merger (if other than substantial part of its property and assets. For the Company) or the Person to which such purposes of this Section 10.8 and Section 10.2(e), a sale, assignmentlease, transfer, conveyance transfer or other disposition has been made assumes all the obligations of properties or assets of the Company under or a Restricted Subsidiary shall be deemed to be of a "substantial part" thereof only if the Notes and this Indenture pursuant to agreements reasonably satisfactory fair market value of such properties or assets, when added to the Trustee; (3) immediately after giving effect to such transactionfair market value of all other properties or assets sold, no Default leased, transferred or Event disposed of Default exists; and (4) by the Company or the Person formed by or surviving any such consolidation or merger (if and its Restricted Subsidiaries, other than Company)(x) in the ordinary course of business, or to which such sale(y) in an Approved Transaction, assignment, transfer, conveyance or other disposition has been made will, during the 365 day period ending on the date of the consummation of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning sale, lease, transfer or disposition exceeds 15% of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Assets of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth and its Restricted Subsidiaries determined as of the Company end of the Company's immediately preceding the transactionfiscal year. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantee or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "SUCCESSOR"), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, 45 (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken this Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, (A) the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof, or (B) the test set forth in Section 4.11(a), (ii) have a Consolidated Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction or the ratio of Indebtedness of the Company and the Restricted Subsidiaries to Consolidated Tangible Net Worth of the Company would be equal to or less than the ratio immediately preceding prior to such transaction. The foregoing provisions shall not apply to: (i) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, or assets(ii) a transaction the purpose of which is to change the state of incorporation or formation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken this Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to and the Trustee;Security Documents, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to: (i) a transaction involving the test set forth sale or disposition of Capital Stock of a Guarantor, or the consolidation or merger of a Guarantor, or the sale, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its Guarantee pursuant to Section 4.11(a)6.03, or (ii) have a Fixed Charge Coverage Ratio that transaction the purpose of which is not less than to change the Fixed Charge Coverage Ratio state of incorporation of the Company immediately prior to such transaction Company, the Issuer or any Guarantor. Notwithstanding the foregoing: (iiii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth no member of the Secured Group may merge with or into the Company immediately preceding the transaction. (b) In additionor any of its other Subsidiaries or sell, Company may notlease, directly convey or indirectly, lease otherwise dispose of all or substantially all of its properties assets to any of them, and (ii) the Company may not sell, lease, convey or assetsotherwise dispose of all or substantially all of assets of the Secured Group (including, without limitation, by way of liquidation or dissolution), or assign any of their obligations under the Notes, the Guarantees or the Indenture (as an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to any Person or Persons (in each case other Personthan in a transaction in which a member of the Secured Group is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition and the Liens on the Collateral securing the applicable Guarantees remain with the same priority as prior to such transactions).

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither of the Issuers nor any of the Guarantors will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Corporate Issuer or a Guarantor is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition, liquidation or dissolution) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Corporate Issuer or the Restricted Subsidiary, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Corporate Issuer or the Restricted Subsidiary, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, the Intercreditor Agreement and the Security Documents, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing and (4iii) immediately after giving effect to such transaction, the Company (or its Successor) could Incur at least $1.00 of Coverage Indebtedness pursuant to Section 4.06(a). (b) Section 4.14(a) shall not apply to: (i) a transaction involving the sale or disposition of Equity Interests of a Guarantor, or the Person formed by or surviving any such consolidation or merger (if other than Company)of a Guarantor, or to which such the sale, assignment, transferlease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03, (ii) a transaction the purpose of which is to change the state of incorporation of the Company, the Corporate Issuer or assetsany Restricted Subsidiary, (iii) a liquidation or dissolution of any Restricted Subsidiary, other than the Corporate Issuer or (iv) a sale, lease, conveyance or other disposition of all or substantially all of the assets of any Restricted Subsidiary in connection with the sale or wind-down of retail or other land sales by such Restricted Subsidiary. (c) Upon any consolidation or merger of either of the Issuers or any Guarantor, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of either of the Issuers or any Guarantor, in one each case in accordance with this Section 4.14, in which the any such Issuer or more related transactionsGuarantor is not the continuing obligor under the Notes, the surviving entity formed by such consolidation or into which such Issuer or Guarantor is merged or the Person to which the sale, lease, conveyance, lease or disposition is made will succeed to, and be substituted for, and may exercise every right and power of, such Issuer or Guarantor under this Indenture, the Notes, the Security Documents and Intercreditor Agreement with the same effect as if such surviving entity had been named therein as such Issuer or Guarantor, as applicable. Upon any other Person.such consolidation, merger, sale, lease, conveyance or disposition, the Issuers shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel (i) with respect to both the Officers’ Certificate and the Opinion of Counsel, stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of the Indenture, (ii) with respect to the Officers’ Certificate only, that all conditions precedent in the Indenture relating to such transaction have been satisfied and (iii) with respect to the Opinion of Counsel only, if a supplemental indenture is required in connection with such transaction, that the Indenture, as amended by such supplemental indenture, constitutes the legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company shall not, directly or indirectly: (x) Neither the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken this Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the TrusteeIndenture; (3ii) immediately after giving effect to such transaction, no Default or Event of Default existshas occurred and is continuing; and (4iii) immediately after giving effect to such transaction: (A) the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof; or (B) the test set forth in Section 4.11(a), (ii) have a Consolidated Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction or the ratio of Indebtedness of the Company and the Restricted Subsidiaries to Consolidated Tangible Net Worth of the Company would be equal to or less than the ratio immediately preceding prior to such transaction. The foregoing provisions shall not apply to: (i) a transaction involving the transaction. (b) In additionsale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to Section 6.03; or assets(ii) a transaction the purpose of which is to change the state of incorporation or formation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor the Issuer nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantee or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which the Company, the Issuer or a Restricted Subsidiary is the survivor of a consolidation or merger, or the transferee in a sale, lease, conveyance or other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) , the Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "SUCCESSOR"), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company Company, the Issuer or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing, and (4iii) immediately after giving effect to such transaction, the Company (or the Person formed by or surviving any such consolidation or merger (if other than Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (iits Successor) be permitted to could incur at least $1.00 of additional Indebtedness pursuant to Section 4.06(a) hereof. The foregoing provisions shall not apply to (i) a transaction involving the test set forth in Section 4.11(a)sale or disposition of Capital Stock of a Guarantor, (ii) have or the consolidation or merger of a Fixed Charge Coverage Ratio that is not less than Guarantor, or the Fixed Charge Coverage Ratio sale, lease, conveyance or other disposition of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture, or assets(ii) a transaction the purpose of which is to change the state of incorporation of the Company, in one the Issuer or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company and its or a Restricted Subsidiaries taken as Subsidiary is the survivor of a wholeconsolidation or merger, or the transferee in one a sale, lease, conveyance or more related transactions, to another Person, other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "Successor"), is a Person corporation or other legal entity --------- organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and has occurred and is continuing, (4iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a pro forma basis, the Consolidated Net Worth of the --- ----- Company or the Person formed by or surviving any such consolidation or merger Successor (if other than in the case of a transaction involving the Company), or to which such saleas the case may be, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant equal to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction or (iii) have exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs) less any amount treated as a Restricted Payment in connection with such transaction in accordance with this Indenture and (iv) unless prior to such transaction the Notes are rated Investment Grade by both Rating Agencies (after which this clause (iv) shall not apply), immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth of such transaction, the Company immediately preceding the transaction.could incur at least $1.00 of Indebtedness pursuant to Section 3.02 (ba) In additionhereof. The foregoing provisions shall not apply to (i) a transaction involving the sale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture or assets, in one (ii) a transaction the purpose of which is to change the state of incorporation of the Company or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Neither the Company shall not, directly or indirectly: (x) nor any Guarantor will consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Notes, the Guarantees or assets this Indenture (as an entirety or substantially in one transaction or in a series of related transactions), to any Person (in each case other than in a transaction in which the Company and its or a Restricted Subsidiaries taken as Subsidiary is the survivor of a wholeconsolidation or merger, or the transferee in one a sale, lease, conveyance or more related transactions, to another Person, other disposition) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than the Company) Company or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the "SUCCESSOR"), is a Person corporation or other legal entity organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than supplemental indenture in a form reasonably satisfactory to the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes Trustee all of the obligations of the Company or the Guarantor, as the case may be, under the Notes or a Guarantee, as the case may be, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; Indenture, (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and has occurred and is continuing, (4iii) immediately after giving effect to such transaction and the use of any net proceeds therefrom, on a PRO FORMA basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger Successor (if other than in the case of a transaction involving the Company), or to which such saleas the case may be, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) would be permitted to incur at least $1.00 of additional Indebtedness pursuant equal to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio Consolidated Net Worth of the Company immediately prior to such transaction or (iii) have exclusive of any adjustments to Consolidated Net Worth attributable to transaction costs) less any amount treated as a Restricted Payment in connection with such transaction in accordance with this Indenture and (iv) unless prior to such transaction the Notes are rated Investment Grade by both Rating Agencies (after which this clause (iv) shall not apply), immediately after the transaction equal giving effect to or greater than the Consolidated Net Worth of such transaction, the Company immediately preceding the transaction.could incur at least $1.00 of Indebtedness pursuant to Section 3.02 (ba) In additionhereof. The foregoing provisions shall not apply to (i) a transaction involving the sale or disposition of Capital Stock of a Guarantor, Company may notor the consolidation or merger of a Guarantor, directly or indirectlythe sale, lease lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties Guarantee pursuant to the Indenture or assets, in one (ii) a transaction the purpose of which is to change the state of incorporation of the Company or more related transactions, to any other PersonGuarantor.

Limitations on Mergers, Consolidations and Sales of Assets. (a) The Company This Section 3.07 shall notreplace the provisions contained in Sections 9.1 and 9.2 of the Base Indenture in their entirety and all references to Sections 9.1 and 9.2 in the Base Indenture or any provision thereof shall be deemed, directly or indirectly: for the purposes of the Amortizing Notes, to be references to this Section 3.07. (xb) Neither the Issuer nor any Guarantor shall consolidate or merge with or into another Person (whether into, or not the Company is the surviving corporation); or (y) sell, assign, transferlease, convey or otherwise dispose of transfer all or substantially all of its assets (including, without limitation, by way of liquidation or dissolution), or assign any of its obligations under the properties Amortizing Notes, the Guarantees or assets of the Company and its Restricted Subsidiaries taken Indenture (as a whole, an entirety or substantially as an entirety in one transaction or more in a series of related transactions), to another Personany Person (in each case other than in a transaction in which Hovnanian, the Issuer or a Guarantor is the survivor of such consolidation or merger, or the transferee in such sale, lease, conveyance or other disposition, as the case may be) unless: (1) either: (x) the Company is the surviving or continuing Person; or (yi) the Person formed by or surviving any such consolidation or merger (if other than Hovnanian, the Company) Issuer or the Guarantor, as the case may be), or to which such sale, assignment, transferlease, conveyance or other disposition has been or assignment will be made (collectively, the “Successor”), is a Person corporation organized or and existing under the laws of the United States, States or any state of the United States thereof or the District of Columbia; (2) , and the Person formed Successor assumes by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements supplemental indenture in a form reasonably satisfactory to the Trustee;Trustee all of the obligations of Hovnanian, the Issuer or the Guarantor, as the case may be, under the Amortizing Notes or the relevant Guarantee, as the case may be, and the Indenture; and (3ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (4) has occurred and is continuing. The foregoing provisions shall not apply to a transaction involving the Company sale or disposition of Capital Stock of a Guarantor, or the Person formed by or surviving any such consolidation or merger (if other than Company)of a Guarantor, or to which such the sale, assignment, transferlease, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 4.11(a), (ii) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction or (iii) have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction. (b) In addition, Company may not, directly or indirectly, lease all or substantially all of the assets of a Guarantor, that in any such case results in such Guarantor being released from its properties or assets, in one or more related transactions, Guarantee pursuant to any other PersonSection 5.04.