Common use of Merger, Amalgamation and Consolidation Clause in Contracts

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) Notwithstanding any other provision of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer will shall not consolidate with with, amalgamate or merge or amalgamate with or into, or convey, transfer or lease all or substantially all of its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction Bermuda, any member state of the Issuer European Union that was a member of the European Union as of the Issue Date, or of the United States of America, any state State thereof or the District of the Xxxxxx XxxxxxColumbia, xxx Xxxxxxxx xx Xxxxxxxxand not a natural Person, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will shall expressly assume by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and Notes, this Indenture Indenture, the Security Documents and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsExisting Intercreditor Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction4.3; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, mergeramalgamation, amalgamation merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.14.18, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. (ca) The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Notes, this Indenture and the Collateral Security Documents and the Issuer will automatically Existing Intercreditor Agreement and unconditionally any other agreement to which the predecessor was a party and the predecessor shall be released and discharged from its obligations under the Notesthose obligations, this Indenture and the Collateral Documentsbut, but in the case of a lease of all or substantially all of its assets, the predecessor company will Issuer shall not be released from its obligations under such the obligation to pay the principal or premium, if any, and interest on the Notes, this Indenture or the Collateral Documents. (d) [Reserved] (eb) Notwithstanding the preceding clause (3) and clause (4) of Section 4.18(a), any other provision Restricted Subsidiary of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine withamalgamate, merge into or transfer all or part of its properties and assets to the Issuer. (c) In addition, the Co-Issuer or a Guarantor, (iv) shall not permit any Restricted Subsidiary may consolidateGuarantor to consolidate with, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or intointo any Person, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets, properties or assets in one or a series of related transactionstransactions to, to any Person, another Person whether or not affiliated with such Guarantor unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a Person organized and existing under the laws of Bermuda, any member state of the European Union that was a member of the European Union as of the Issue Date, or the United States of America, any State thereof or the District of Columbia, and not a natural Person, and such Person (if not the Guarantor) will expressly assumes assume all of the obligations of the such Guarantor under its Guarantee and this Indenture, including the Guarantee of such Guarantor pursuant to a supplemental indenture executed and delivered to the Trustee in the form and substance reasonably satisfactory to the Trustee, as well as the Security Documents and the Existing Intercreditor Agreement; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Notesresulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture; or (2) the transaction constitutes a disposal to a Person other than the Issuer or a Restricted Subsidiary is made in compliance with Section 4.9. The Person formed by or surviving such consolidation, amalgamation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under this Indenture, its Guarantee, the Security Documents and each other document to which the predecessor was a party, and such predecessor Guarantor shall be released from those obligations but in the case of a lease of all or substantially all of its assets, such Guarantor shall not be released from its obligation under its Guarantee to pay the principal of, premium, if any, and interest on the Notes in the event of a default as described above. (d) The following additional conditions will apply to each transaction described in this Section 4.18: (1) to the extent required, the Issuer, the Guarantors or the relevant Successor Company, as applicable, shall cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens under the Security Documents on the Collateral owned by or transferred to such Person, together with such financing statements or similar documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under any applicable law; (2) the Collateral owned by or transferred to the Issuer, a Guarantor, or the Successor Company, as applicable, will (A) continue to constitute Collateral under the Security Documents; and (B) not be subject to any Lien other than Liens permitted by this Indenture; and (3) the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the relevant obligor under this Indenture, but, in the case of a lease of all or substantially all of the Issuer’s or a Guarantor’s assets, the Issuer or, as applicable, such Guarantor shall not be released from the obligation to pay the principal of, premium, if any, and interest, and Additional Amounts, if any, on the Notes.

Merger, Amalgamation and Consolidation. (a) The the Issuer will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. Any reference to the merger, amalgamation or consolidation of the Issuer or any other entity, or the conveyance, transfer or lease of all or substantially all of the assets of the Issuer or any other entity, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) Notwithstanding any other provision of Section 4.1(a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Issuer; provided that, if the Co-Issuer combines with, merges or a Guarantoramalgamates with or into the Issuer, the Issuer must be organized and existing under the laws of the United States of America, any state of the United States or the District of Columbia and (ii) any Restricted Subsidiary (other than the Co-Issuer) may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate, amalgamate consolidate or otherwise combine with or merge or amalgamate with or into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may may (1) consolidate with or merge or amalgamate with or intointo any Person, or or (2) sell, convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless:or (13) permit any Person to merge or amalgamate with or into the Guarantor, unless (i) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or intointo any Person nor will the Issuer, in a single transaction or a series of related transactions, convey, transfer or lease all or substantially all its the property and assets of the Issuer, to, any Person, unless: (1i) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx XxxxxxUnited States or the District of Columbia, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company Issuer (if not the Issuer) ), by supplement to this Indenture, will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company Issuer is not a corporation, a at least one co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4iii) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company Issuer, subject to customary exceptions (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3Section 4.01(a)(ii). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not be released from its obligations under such Notes, the Notes and this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (ec) Notwithstanding any other provision of Section 4.01(a)(ii) and (a)(iii) (which do not apply to the transactions referred to in this Section 4.1sentence), (i) the Issuer may consolidate or otherwise combine with, with or merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default under Section 6.1(a)(1), (2) or (7) shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision of and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationCompany. (gf) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default under Section 6.1(a)(1), (2) or (7) shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision of and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationCompany. (gf) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes Notes, the Collateral Documents and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision of and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationCompany. (gf) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the NotesNote Guarantee, this Indenture and the Collateral DocumentsDocuments and this Indenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Notes Notes, the Security Documents and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a)) hereof, (iib) the Fixed Charge Coverage Ratio of the Parent Guarantor and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the Parent Guarantor and the Restricted Subsidiaries would not be no higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Security Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision and (a)(4) and clauses (iii), (iv), and (v) of Section 4.1(f)(3) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Parent Guarantor may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer Parent Guarantor or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iiiii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Parent Guarantor and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) and clauses (iii), (iv), and (v) of Section 4.1(f)(3) (which do not apply to the transactions referred to in this sentence), the Issuer and Parent Guarantor may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer and Parent Guarantor, reincorporating the Issuer and Parent Guarantor in another jurisdiction, or changing the legal form of the Issuer and Parent Guarantor. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationParent Guarantor. (gf) No The Parent Guarantor may not: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, ; or (3) permit any Person to merge or amalgamate with or into the Parent Guarantor; unless: (1i) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Parent Guarantor is the continuing Person or Person, or (yii) the resulting, surviving or transferee Person (the “Successor Guarantor”) is organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and expressly assumes all of the obligations of the Parent Guarantor under its Guarantee the Parent Guarantee, the Security Documents and the Indenture; and (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Subsidiary of the Successor Guarantor as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, either (a) the Successor Guarantor would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (b) the Fixed Charge Coverage Ratio of the Successor Guarantor and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Successor Guarantor and the Restricted Subsidiaries would be no higher than it was immediately prior to giving effect to such transaction; and (v) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with the Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Guarantor, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (iii) and (iv) above. (g) The Successor Guarantor will succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under the Notes, the Security Documents and this Indenture and the Collateral Documents; andIndenture.

Merger, Amalgamation and Consolidation. (a) The Issuer Neither Holdings nor the Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) Holdings or the Issuer Company, as applicable, is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx XxxxxxUnited States, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx the District of Columbia or any province or territory thereof and the Successor Company (if not Holdings or the IssuerCompany, as applicable) will expressly assume assume, by supplemental indenture or other document or instrument, executed and delivered to the Trustee, all the obligations of Holdings or the Issuer Company, as applicable, under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsNote Documents; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default under Section 6.1(a)(1), (2), (9) or (10) shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company, Holdings or the Company (as applicable) would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a)) hereof, (iib) the Fixed Charge Coverage Ratio of the applicable Successor Company, Holdings or the Company (as applicable) and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the applicable Successor Company, Holdings or the Company (as applicable) and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and; (4) the Issuer Company shall have delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into Holdings or the Company, as applicable, are assets of the type which would constitute Collateral under the Security Documents, Holdings, the Company or the Successor Company, as applicable, will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Document in the manner and to the extent required in this Indenture or the applicable Security Document and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, Holdings or the Issuer Company, as applicable, under the NotesNote Documents, this Indenture and Holdings or the Collateral Documents and the Issuer Company, as applicable, will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Note Documents. (d) [Reserved] (ec) Notwithstanding any other provision of this Section 4.1, (i) Holdings or the Issuer Company, as applicable, may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to Holdings, the Issuer Company, a Subsidiary Guarantor or any other Restricted Subsidiary, (iii) Holdings and its Restricted Subsidiaries may consolidatecomplete any Permitted Tax Restructuring and (iv) Holdings or the Company, as applicable, may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of Holdings or the Company, reincorporating Holdings or the Company in another jurisdiction, or changing the legal form of Holdings or the Company. (d) The foregoing provisions (other than the requirements of clause (a)(2) of this Section 4.1) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor (other than Holdings, except as described in Section 4.1(a) through (d)) may: (1) consolidate with or merge or amalgamate with or into any Person; (2) sell, convey, transfer or dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person; (3) permit any Person to merge or amalgamate with or into such Guarantor, unless (i) the other Person is Holdings or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) Holdings, the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under the Note Documents and, to the extent any assets of the Person which is merged or consolidated with or into the Guarantor are assets of the type which would constitute Collateral under the Security Documents, such Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Document in the manner and to the extent required in this Indenture or the applicable Security Document and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents; and (B) immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; or (iii) the transaction constitutes a sale, disposition or transfer (including by way of consolidation, merger or amalgamation) of the Guarantor or the conveyance, transfer or lease of all or substantially all the assets of the Guarantor (in each case other than to Holdings or a Restricted Subsidiary) otherwise not prohibited by this Indenture. Notwithstanding any other provision of this Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to Holdings, another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerGuarantor, reincorporating the Issuer Guarantor in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (ivc) any Restricted Subsidiary may consolidateconvert into a corporation, amalgamate partnership, limited partnership, limited liability company or otherwise combine withtrust organized or existing under the laws of the jurisdiction of organization of such Guarantor, merge into (d) liquidate or transfer all dissolve or part change its legal form if the Company determines in good faith that such action is in the best interests of its properties and assets to any other Restricted Subsidiary the Company and (ve) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than . Notwithstanding anything to the requirements contrary in this Section 4.1, Holdings or the Company may contribute Capital Stock of Section 4.1(a)(2)) any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall not be deemed to apply to the creation a division of or by a new Subsidiary as a Restricted Subsidiary of the Issuer limited liability company, limited partnership or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or intotrust, or convey, transfer or lease all or substantially all its assets, in one or an allocation of assets to a series of related transactionsa limited liability company, to limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any Personlimited liability company, unless: (1) the other Person limited partnership or trust that is the Issuera Subsidiary, the Co-Issuer Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any Restricted Subsidiary that is Guarantor or becomes other like term shall also constitute such a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; andentity).

Merger, Amalgamation and Consolidation. (a) The Neither the Company nor the Issuer will not shall consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1) the Issuer Company or the Issuer, as applicable, is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or existing under the laws of the jurisdiction of the Company or the Issuer or the United States of America, any state State of the Xxxxxx XxxxxxUnited States, xxx Xxxxxxxx xx Xxxxxxxxthe District of Columbia, Xxxxxx Canada or any province or territory thereof and the Successor Company (if not the Company or the Issuer, as applicable) will expressly assume all the obligations of the Issuer Company or the Issuer, as applicable, under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; ; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; ; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3)., (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the IssuerCompany, which properties and assets, if held by the Issuer Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer Company on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the IssuerCompany. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company or the Issuer, as applicable, under the Notes, this Indenture and the Collateral Documents and the Issuer Company or the Issuer, as applicable, will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) Notwithstanding any other provision of this Section 4.1, (i) the Issuer Company or the Issuer, as applicable, may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer Company or the Issuer, as the case may be, may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company or the Issuer, as applicable, reincorporating the Issuer Company or the Issuer, as applicable, in another jurisdiction, or changing the legal form of the Company or the Issuer, as applicable, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the IssuerCompany, the Co-Issuer Issuers or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and Subsidiary, (v) the Issuer Company and its Restricted Subsidiaries may complete any Permitted Tax RestructuringRestructuring and (vi) the Company or the Issuers may designate a Successor Company in accordance with Section 3.7. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer Company or to the Combination. (g) No Guarantor (other than the Company, except as described in Section 4.1(a) - (f)) may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer will Company shall not consolidate with or merge or amalgamate with or into, into or convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a)) hereof, or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture, and the Company will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (c) Notwithstanding any other provisions of this Section 4.1, (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, subject to the requirements of Section 4.1(a) and Section 4.1(b), (ii) the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized in the United States of America, any State of the United States or the District of Columbia for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (d) Subject to Section 10.2(b), no Guarantor may: (1) consolidate with or merge or amalgamate with or into any Person; (2) sell, convey, assign, transfer or otherwise dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (i) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation) of the Guarantor or the conveyance, transfer, lease, sale or disposition of all or substantially all the assets of the Guarantor (in each case, in form satisfactory case other than to the Company or a Restricted Subsidiary) otherwise not prohibited by this Indenture; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Collateral Agent)Guarantor, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) above. Notwithstanding any other provision of this Section 4.1, any Guarantor may (ia) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the IssuerCompany, subject to the Co-Issuer requirements of Section 4.1(d), (b) consolidate or a otherwise combine with or merge into an Affiliate incorporated or organized in the United States of America, any State of the United States or the District of Columbia for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (ivc) any Restricted Subsidiary may consolidateconvert into a corporation, amalgamate partnership, limited partnership, limited liability company or otherwise combine withtrust organized or existing under the laws of the jurisdiction of organization of such Guarantor, merge into (d) liquidate or transfer all dissolve or part change its legal form if the Company determines in good faith that such action is in the best interests of its properties the Company and assets is not materially disadvantageous to any other Restricted Subsidiary the Holders and (ve) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than . Notwithstanding anything to the requirements contrary in this Section 4.1, the Company may contribute Capital Stock of Section 4.1(a)(2)) any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall not be deemed to apply to the creation a division of or by a new Subsidiary as a Restricted Subsidiary of the Issuer limited liability company, limited partnership or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or intotrust, or convey, transfer or lease all or substantially all its assets, in one or an allocation of assets to a series of related transactionsa limited liability company, to limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any Personlimited liability company, unless: (1) the other Person limited partnership or trust that is the Issuera Subsidiary, the Co-Issuer Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any Restricted Subsidiary that is Guarantor or becomes other like term shall also constitute such a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; andentity).

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with with, amalgamate or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation or limited liability company organized or and existing under the laws of the jurisdiction Bermuda, any member state of the Issuer European Union that was a member of the European Union as of the Issue Date, or of the United States of America, any state State thereof or the District of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof Columbia and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $€1.00 of Indebtedness pursuant to Section 3.2(a4.3(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, amalgamation merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.14.18, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. (cb) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notesthis Indenture, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notesbut, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company Issuer will not be released from its obligations under such the obligation to pay the principal of, premium, if any, and interest on the Notes, this Indenture or the Collateral Documents. (d) [Reserved] (ec) Notwithstanding Sections 4.18(a)(3) and Section 4.18(a)(4), any other provision Restricted Subsidiary of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine withamalgamate, merge into or transfer all or part of its properties and assets to the Issuer. (d) In addition, the Co-Issuer or a Guarantor, (iv) will not permit any Restricted Subsidiary may consolidateGuarantor to consolidate with, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions Person (other than the requirements of Section 4.1(a)(2another Subsidiary Guarantor)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets, properties or assets in one or a series of related transactionstransactions to, to any Person, another Person (other than another Subsidiary Guarantor) whether or not affiliated with such Subsidiary Guarantor unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (ya) the resulting, surviving or transferee Person will be a corporation or a limited liability company organized and existing under the laws of Bermuda, any member state of the European Union that was a member of the European Union as of the Issue Date, or the United States of America, any State thereof or the District of Columbia and such Person (if not the Subsidiary Guarantor) will expressly assumes assume all of the obligations of the such Subsidiary Guarantor under its the Notes and this Indenture, including the Subsidiary Guarantee of such Subsidiary Guarantor, pursuant to a supplemental indenture executed and delivered to the NotesTrustee in a form and substance reasonably satisfactory to the Trustee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the indenture; or (2) the transaction is made in compliance with Section 4.9 above. The Person formed by or surviving such consolidation, amalgamation or merger (if other than the Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture Indenture, but in the case of a lease of all or substantially all of its assets, such Subsidiary Guarantor will not be released from its obligation under its Subsidiary Guarantee to pay the principal of, premium, if any, interest and Additional Amounts, if any, on the Collateral Documents; andNotes in the event of a default as described above.

Merger, Amalgamation and Consolidation. (a) The Issuer will Company shall not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section ‎Section 3.2(a), or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2‎4.1(a)(2) and (3)‎4.1(a)(3) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer Company will automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture and the Collateral Documents, but (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documentslease). (d) [Reserved] (e) Notwithstanding any other provision provisions of this Section ‎Section 4.1, (i) the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer Company may consolidate, amalgamate consolidate or otherwise combine with or merge into an Affiliate that is (x) organized or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or (y) incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer Company or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (fe) The foregoing provisions (other than the requirements of Section ‎Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationSubsidiary. (gf) No Subject to ‎Section 10.2(b), no Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; (2) sell, or convey, transfer or lease dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1A) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2B) (Ai) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation) of the NotesGuarantor or the conveyance, transfer, lease, sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise not prohibited by this Indenture Indenture. Notwithstanding any other provision of this ‎Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Collateral Documents; andCompany, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this ‎Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with with, amalgamate or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person corporation or limited liability company organized or and existing under the laws of the jurisdiction Bermuda, any member state of the Issuer European Union that is a member of the European Union as of the Issue Date, or of the United States of America, any state State thereof or the District of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof Columbia and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such lawsIndenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.3(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such amalgamation, consolidation, merger, amalgamation merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) Indenture. For purposes of this Section 4.14.18, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. (cb) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notesthis Indenture, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notesbut, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company Issuer will not be released from its obligations under such the obligation to pay the principal of, premium, if any, interest on the Notes, this Indenture or the Collateral Documents. (d) [Reserved] (ec) Notwithstanding Sections 4.18(a)(3) and Section 4.18(a)(4), any other provision Restricted Subsidiary of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine withamalgamate, merge into or transfer all or part of its properties and assets to the Issuer. (d) In addition, the Co-Issuer or a Guarantor, (iv) will not permit any Restricted Subsidiary may consolidateGuarantor to consolidate with, amalgamate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions Person (other than the requirements of Section 4.1(a)(2another Subsidiary Guarantor)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets, properties or assets in one or a series of related transactionstransactions to, to any Person, another Person (other than another Subsidiary Guarantor) whether or not affiliated with such Subsidiary Guarantor unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person will be a corporation or a limited liability company organized and existing under the laws of Bermuda, any member state of the European Union that was a member of the European Union as of the Issue Date, or the United States of America, any State thereof or the District of Columbia and such Person (if not the Subsidiary Guarantor) will expressly assumes assume all of the obligations of the such Subsidiary Guarantor under its the notes and this Indenture, including the Subsidiary Guarantee of such Subsidiary Guarantor, pursuant to a supplemental indenture executed and delivered to the NotesTrustee in a form and substance reasonably satisfactory to the Trustee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the indenture; or (2) the transaction is made in compliance with the covenant described under Section 4.9 above. The Person formed by or surviving such consolidation, amalgamation or merger (if other than the Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Guarantor under this Indenture and Indenture, but in the Collateral Documents; andcase of a lease of all or substantially all of its assets, such Subsidiary Guarantor will not be released from its obligation under its Subsidiary Guarantee to pay the principal of, premium, if any, interest, if any, on the Notes in the event of a default as described above.

Merger, Amalgamation and Consolidation. (a) The Issuer will Company shall not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a)) hereof, or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer Company will automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture and the Collateral Documents, but (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documentslease). (d) [Reserved] (e) Notwithstanding any other provision provisions of this Section 4.1, (i) the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer Company may consolidate, amalgamate consolidate or otherwise combine with or merge into an Affiliate that is (x) organized or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or (y) incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer Company or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationSubsidiary. (gf) No Subject to Section 10.2(b), no Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; (2) sell, or convey, transfer or lease dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1A) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2B) (Ai) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation) of the NotesGuarantor or the conveyance, transfer, lease, sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise not prohibited by this Indenture Indenture. Notwithstanding any other provision of this Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Collateral Documents; andCompany, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be is a European Company (Societas Europea) or a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States or the District of Columbia, the United Kingdom or any member state of the Xxxxxx XxxxxxEuropean Union, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default under Section 6.1(a)(1), (2), (7) or (8) shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Consolidated Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Net Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent)Company, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer Company will automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (e) Notwithstanding any other provision of this Section 4.1, (ia) the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (iib) the Issuer Company may consolidate, amalgamate consolidate or otherwise combine with or merge into an Affiliate that is (i) organized or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or (ii) incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany, (iiic) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer Company or a Guarantor, (ivd) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (ve) the Issuer Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationSubsidiary. (gf) No Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Subsidiary Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Subsidary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a European Company (Societas Europea) or a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia, the United Kingdom or any member state of the European Union, and the Successor Guarantor (if not the Subsidiary Guarantor of the Company) expressly assumes all of the obligations of the Subsidiary Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes Notes, the Collateral Documents and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision of and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationCompany. (gf) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the NotesNote Guarantee, this Indenture and the Collateral DocumentsDocuments and this Indenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. Any reference to the merger, amalgamation or consolidation of the Issuer or any other entity, or the conveyance, transfer or lease of all or substantially all of the assets of the Issuer or any other entity, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) Notwithstanding any other provision of Section 4.1(a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Issuer; provided that, if the Co-Issuer combines with, merges or a Guarantoramalgamates with or into the Issuer, the Issuer must be organized and existing under the laws of the United States of America, any state of the United States or the District of Columbia and (ii) any Restricted Subsidiary (other than the Co-Issuer) may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate, amalgamate consolidate or otherwise combine with or merge or amalgamate with or into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may may (1) consolidate with or merge or amalgamate with or intointo any Person, or or (2) sell, convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless:or (13) permit any Person to merge or amalgamate with or into the Guarantor, unless (i) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) or (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections Section 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of the Issuer. Any reference to the merger, amalgamation or consolidation of the Issuer or any other entity, or the conveyance, transfer or lease of all or substantially all of the assets of the Issuer or any other entity, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved] (e) Notwithstanding any other provision of Section 4.1(a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Issuer; provided that, if the Co-Issuer combines with, merges or a Guarantoramalgamates with or into the Issuer, the Issuer must be organized and existing under the laws of the United States of America, any state of the United States or the District of Columbia and (ii) any Restricted Subsidiary (other than the Co-Issuer) may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Issuer may consolidate, amalgamate consolidate or otherwise combine with or merge or amalgamate with or into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may may (1) consolidate with or merge or amalgamate with or intointo any Person, or or (2) sell, convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless:or (13) permit any Person to merge or amalgamate with or into the Guarantor, (i) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), (ii) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2) and (3). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documents. (d) [Reserved]. (e) Notwithstanding any other provision of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) Company will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State thereof, the District of Columbia, Canada, France, Germany, Italy, Spain, the Xxxxxx XxxxxxUnited Kingdom, xxx Xxxxxxxx xx Xxxxxxxxor, Xxxxxx or in each case, any province or territory thereof subdivision thereof, and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and (including, for the Collateral Documents avoidance of doubt, the obligation to pay Additional Amounts, as set forth in Section 2.14) and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (ec) Notwithstanding any other provision of the preceding clauses (a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fd) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationCompany. (ge) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (B) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (iii) the transaction constitutes a sale or other disposition (including by way of consolidation, merger or amalgamation) of the Notes, Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture and the Collateral Documents; andIndenture.

Merger, Amalgamation and Consolidation. (a) The Issuer will Company shall not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions, to any Person, unless: (1) the Issuer Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a)) hereof, or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer Company will automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture and the Collateral Documents, but (except in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral Documentslease). (d) [Reserved] (e) Notwithstanding any other provision provisions of this Section 4.1, (i) the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer Company may consolidate, amalgamate consolidate or otherwise combine with or merge into an Affiliate that is (x) organized or existing under the laws of the jurisdiction of the Company or the United States of America, any State of the United States or the District of Columbia or (y) incorporated or organized for the purpose of changing the legal domicile of the IssuerCompany, reincorporating the Issuer Company in another jurisdiction, or changing the legal form of the IssuerCompany, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer Company or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationSubsidiary. (gf) No Subject to Section 10.2(b), no Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; (2) sell, or convey, transfer or lease dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1A) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2B) (Ai) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation) of the NotesGuarantor or the conveyance, transfer, lease, sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise not prohibited by this Indenture. Notwithstanding any other provision of this Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). Notwithstanding any other provision of this covenant, this Indenture and covenant will not apply to the Collateral Documents; andTransactions.

Merger, Amalgamation and Consolidation. (a) The Issuer Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Company shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer[Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes, Notes and this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] Notwithstanding the preceding clauses (ea)(2), (a)(3) Notwithstanding any other provision of and (a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (i) any Restricted Subsidiary of the Issuer Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a GuarantorCompany, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (viii) the Issuer Company and its any Restricted Subsidiaries Subsidiary may complete any Permitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fe) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer Company or to the CombinationTransactions. (gf) No Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the Issuer, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the Issuer, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The No Issuer will not consolidate with or merge or amalgamate with or intointo any Person nor will any Issuer, in a single transaction or a series of related transactions, convey, transfer or lease all or substantially all its the property and assets of the Companies and their Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1i) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx XxxxxxUnited States or the District of Columbia, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company Issuer (if not the such Issuer) ), by supplement to this Indenture, will expressly assume all the obligations of the such Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company Issuer is not a corporation, a at least one co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company Issuer or any Subsidiary of the applicable Successor Company Issuer as a result of such transaction as having been Incurred by the applicable Successor Company Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving pro forma effect to such transaction, either (iA) the applicable Successor Company Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), 3.02(a) or (iiB) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to after giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher lower than it was immediately prior to giving effect to such transaction; and (4iv) the Issuer Issuers shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company Issuer (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2Section 4.01(a)(ii) and (3iii). (b) Notwithstanding the foregoing, an Issuer may consolidate with, or merge or amalgamate with or into any Person that is not a Company or a Restricted Subsidiary without complying with Section 4.01(a); provided that (i) such Issuer is no longer a Subsidiary of Parent, (ii) such Issuer, together with its Restricted Subsidiaries, does not constitute all or substantially all the property and assets of the Companies and their Restricted Subsidiaries, taken as a whole, and (iii) such transaction is in compliance with Section 3.05 as if such covenant applied to such transaction. The successor to such Issuer shall not be considered an “Issuer” under this Indenture thereafter and upon consummation of such transaction shall be released of all obligations of such Issuer under the Notes and this Indenture. (c) For purposes of this Section 4.14.01, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuera Person, which properties and assets, if held by the Issuer such Person instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer such Person on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of such Person. Any reference to the Issuermerger, amalgamation or consolidation of a Person, or the conveyance, transfer or lease of all or substantially all of the assets of such Person, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (cd) The Successor Company Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer applicable Person under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not be released from its obligations under such Notes, the Notes and this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (e) Notwithstanding any other provision of Section 4.01(a)(ii), (a)(iii) and (a)(iv) (which do not apply to transactions referred to in this Section 4.1sentence), (i) the Issuer any Company or any Restricted Subsidiary of a Company may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-an Issuer or a Guarantor, and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Section 4.01(a)(ii) and (a)(iii) (which do not apply to the transactions referred to in this sentence), an Issuer may consolidate, amalgamate consolidate or otherwise combine with or merge or amalgamate into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the such Issuer, reincorporating the such Issuer in another jurisdiction, or changing the legal form of such Issuer. In addition, for purposes of this Section 4.01(e), sales, transfers, leases or other dispositions of restaurants and related assets of a Person to franchisees, including through the Issuersale of Equity Interests of Persons owning such assets, that are made pursuant to clause (iiixxv) any Restricted Subsidiary may consolidateunder the definition of “Asset Disposition” shall not constitute the conveyance, amalgamate transfer or otherwise combine with, merge into or transfer lease of all or part substantially all of its properties and the assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuringsuch Person. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new No Specified Guarantor nor any Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination.Guarantor may (gi) No Guarantor may consolidate with or merge or amalgamate with or intointo any Person, or or (ii) sell, convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless:or (1iii) permit any Person to merge or amalgamate with or into such Guarantor, (A) the other Person is the an Issuer, the Co-Issuer a Specified Guarantor or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (2B) (A1) either (x) the Issuer, the Co-Issuer or a such Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person by supplement to this Indenture expressly assumes all of the obligations of the such Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The Issuer Neither the Parent nor the Company will not consolidate with or merge or amalgamate with or into, into or convey, transfer or lease all or substantially all its assets toassets, in one transaction or a series of related transactions to any Person, unless: (1) the Issuer Parent or the Company, as applicable, is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state State of the Xxxxxx Xxxxxx, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx United States or any province or territory thereof the District of Columbia and the Successor Company (if not the IssuerParent or the Company, as applicable) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Parent or the Company, as applicable, under the Notes and this Indenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default under Section 6.1(a)(1), (2) or (7) shall have occurred and be continuing; (3) upon execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately after giving pro forma effect to such transaction, either (ia) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), ) hereof or (iib) the Fixed Charge Coverage Ratio of the Parent and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (iiic) the Consolidated Total Leverage Ratio of the Parent and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Issuer Parent shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2clauses (2) and (3)) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be a transfer of all or substantially all of the properties and assets of the Issuer. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent or the Company, as applicable, under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and Parent or the Issuer Company, as applicable, will automatically and unconditionally be released and discharged from its obligations under the Notes, Notes and this Indenture and the Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes, this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (ec) Notwithstanding any other provision of this Section 4.1, (ia) the Issuer Parent or the Company, as applicable, may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (iib) the Issuer Parent or the Company, as applicable, may consolidate, amalgamate consolidate or otherwise combine with or merge into an Affiliate that is (i) organized or existing under the laws of the jurisdiction of the Parent or the United States of America, any State of the United States or the District of Columbia or (ii) incorporated or organized for the purpose of changing the legal domicile of the IssuerParent or the Company, as applicable, reincorporating the Issuer Parent or the Company, as applicable, in another jurisdiction, or changing the legal form of the IssuerParent or the Company, as applicable, (iiic) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the IssuerParent, the Co-Issuer Company or a Guarantor, (ivd) any Restricted Subsidiary may consolidate, amalgamate consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (ve) the Issuer Parent, the Company and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (fd) The foregoing provisions (other than the requirements of Section 4.1(a)(2clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the CombinationSubsidiary. (ge) No Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may may: (1) consolidate with or merge or amalgamate with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge or amalgamate with or into such Guarantor, unless: (1i) the other Person is the IssuerParent, the Co-Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (2ii) (A) either (x) the IssuerParent, the Co-Issuer Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee of the Notes, and this Indenture and the Collateral DocumentsIndenture; and

Merger, Amalgamation and Consolidation. (a) The No Issuer will not consolidate with or merge or amalgamate with or intointo any Person nor will any Issuer, in a single transaction or a series of related transactions, convey, transfer or lease all or substantially all its the property and assets of the Companies and their Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1i) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be a Person organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, any state of the Xxxxxx XxxxxxUnited States or the District of Columbia, xxx Xxxxxxxx xx Xxxxxxxx, Xxxxxx or any province or territory thereof and the Successor Company Issuer (if not the such Issuer) ), by supplement to this Indenture, will expressly assume all the obligations of the such Issuer under the Notes and this Indenture and the Collateral Documents and if such Successor Company Issuer is not a corporation, a at least one co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company Issuer or any Subsidiary of the applicable Successor Company Issuer as a result of such transaction as having been Incurred by the applicable Successor Company Issuer or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving pro forma effect to such transaction, either (iA) the applicable Successor Company Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a), 3.02(a) or (iiB) the Fixed Charge Coverage Ratio after giving effect to such transaction would not be lower than it was immediately prior to giving effect to such transaction or (iii) the Consolidated Total Leverage Ratio would not be higher than it was immediately prior to and after giving effect to such transaction; and (4iv) the Issuer Issuers shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the applicable Successor Company Issuer (in each case, in form satisfactory to the Trustee and the Collateral AgentTrustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of Sections 4.1(a)(2Section 4.01(a)(ii) and (3iii). (b) Notwithstanding the foregoing, an Issuer may consolidate with, or merge or amalgamate with or into any Person that is not a Company or a Restricted Subsidiary without complying with Section 4.01(a); provided that (i) such Issuer is no longer a Subsidiary of Parent, (ii) such Issuer, together with its Restricted Subsidiaries, does not constitute all or substantially all the property and assets of the Companies and their Restricted Subsidiaries, taken as a whole, and (iii) such transaction is in compliance with Section 3.05 as if such covenant applied to such transaction. The successor to such Issuer shall not be considered an “Issuer” under this Indenture thereafter and upon consummation of such transaction shall be released of all obligations of such Issuer under the Notes and this Indenture. (c) For purposes of this Section 4.14.01, the sale, lease, conveyance, assignment, transfer transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuera Person, which properties and assets, if held by the Issuer such Person instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer such Person on a consolidated basis, shall be deemed to be a the transfer of all or substantially all of the properties and assets of such Person. Any reference to the Issuermerger, amalgamation or consolidation of a Person, or the conveyance, transfer or lease of all or substantially all of the assets of such Person, shall include any such transaction by way of a plan of arrangement and any arrangement having a similar effect. (cd) The Successor Company Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Issuer applicable Person under the NotesNotes and this Indenture, this Indenture and the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes, this Indenture and the Collateral Documents, but except in the case of a lease of all or substantially all its assetslease, the predecessor company will not be released from its obligations under such Notes, the Notes and this Indenture or the Collateral DocumentsIndenture. (d) [Reserved] (e) Notwithstanding any other provision of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the the Co-Issuer or a Guarantor, (ii) the Issuer may consolidate, amalgamate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer, the Co-Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate, amalgamate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. (f) The foregoing provisions (other than the requirements of Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Issuer or to the Combination. (g) No Guarantor may consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless: (1) the other Person is the Issuer, the Co-Issuer or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or (2) (A) either (x) the Issuer, the Co-Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes, this Indenture and the Collateral Documents; and