Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, 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 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets, in one transaction or a series of more 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 of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Security Documents pursuant Person shall cause such amendments, supplements and other instruments to supplemental indentures be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other documents similar statute or regulation of the relevant states or jurisdiction), and instrumentsif 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 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 (ai) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bii) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer or, if applicable, the Successor 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 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 CompanyCompany (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 clauses (2Section 4.1(a)(2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents). (b) [Reserved]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 the 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 and Notes, this Indenture, Indenture and the Issuer Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will automatically and unconditionally not be released and discharged from its obligations under the Notes and Notes, this Indenture (except in or the case of a lease)Notes Collateral Documents. (d) Notwithstanding any other provisions of this Section 4.14.1(a)(2), (i3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantorthe Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary.No Guarantor may: (f1) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intointo any Person, or or (2) sell, convey, transfer or lease dispose of, all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or becomes a Guarantor concurrently transferred to such Person, together with such transactions, financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the 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 Note Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Security Documents;Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Company shall Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless: (1A) the Issuer Borrower 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 Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume all the obligations of the Issuer Borrower under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsLoan Documents; (2B) 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; (3C) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof 7.03(a), or (b) the Consolidated Total Leverage Ratio of the Issuer Borrower and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5D) to the extent any assets of the Person which is merged or consolidated with or into the Issuer Borrower are assets of the type which would constitute Collateral under the Security Collateral Documents, the Issuer Borrower 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 Collateral Documents in the manner and to the extent required in this Indenture Agreement or the applicable Security Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Collateral Documents; and (E) the Administrative Agent and Revolver Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act reasonably requested by the Lenders. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower under the Notes and this IndentureAgreement, and the Issuer Borrower will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture Agreement (except in the case of a lease). (d) [Reserved]. (e) Notwithstanding any other provisions provision of this Section 4.17.04, (i) the Issuer Borrower may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer Borrower may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerBorrower, reincorporating the Issuer Borrower in another jurisdiction, or changing the legal form of the IssuerBorrower, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer Borrower 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 Issuer Borrower and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Issuer Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (ef) The foregoing provisions (other than the requirements of clause (a)(2Section 7.04(a)(B)) shall not apply to the creation of a new Subsidiary as a Restricted SubsidiarySubsidiary of the Borrower. (fg) Subject to Section 10.2(b)certain limitations described herein governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1i) (a) (iA) the other Person is the Issuer Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, ; or (ii) either (x) the Issuer Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note GuaranteeGuarantee of the Secured Obligations, this Indenture Agreement and the applicable Security Collateral Documents;; and

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, 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 corporation 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 or any territory thereof (provided that the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer of the Notes under this Indenture) 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, the Notes Collateral Documents, the Ally Intercreditor Agreement, the other Intercreditor Agreements (as applicable) and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 (a) the applicable Successor Company or the Issuer would be able after giving pro forma effect to incur such Successor Company’s Incurrence of at least an additional $1.00 of Indebtedness pursuant additional Indebtedness, the Fixed Charge Coverage Ratio of such Successor Company and its Restricted Subsidiaries would be greater than 1.00 to Section 3.2(a) hereof 1.00 or (b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Corporate Leverage Ratio of the Issuer Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent the Company is then a Grantor and any assets of the Person which is merged merged, consolidated or consolidated amalgamated with or into the Issuer Successor Company are assets of the type which would constitute Collateral under the Security Notes Collateral Documents, the Issuer or the Successor Company, as applicable, Company will take such action, if any, as may be reasonably necessary action to cause such property and assets to be made subject to the Lien of the applicable Security Notes Collateral Documents in the manner and to the extent required in this Indenture or any of the applicable Security Notes Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Notes Collateral Documents. (b) [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, the Notes Collateral Documents, the Ally Intercreditor Agreement, the other Intercreditor Agreements (as applicable) and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (dc) Notwithstanding any other provisions of the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this Section 4.1sentence), (i) the Issuer Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer Company or a Guarantor, Guarantor and (iviii) any non-Guarantor Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other non-Guarantor Restricted Subsidiary Subsidiary. Notwithstanding the preceding clauses (a)(2) and (va)(3) (which do not apply to the Issuer and its Restricted Subsidiaries transactions referred to in this sentence), the Company may complete any Permitted Intercompany Activities, Permitted Tax Restructuring consolidate or related transactions; provided, that otherwise combine with or merge into an Affiliate incorporated for the entity that is surviving or purpose of changing the resulting, surviving or transferee entity will be an entity organized or existing under the laws legal domicile of the jurisdiction of Company, reincorporating the Issuer or the United States of America, any State of the United States or the District of Columbia or any territory thereofCompany in another jurisdiction. (ed) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (fe) Subject to Section 10.2(b), no No Guarantor may may: (1) consolidate with or merge with or intointo any Person; or (2) sell, or convey, transfer or lease dispose of, all or substantially all of its assets, in one transaction or a series of related transactions, to to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless: (1) (a) (i) the other Person is the Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or the transaction; or (ii) either (x) the 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, the Notes Collateral Documents, the Ally Intercreditor Agreement, the other Intercreditor Agreements (as applicable) this Indenture; and (iii) immediately after giving effect to the transaction, no Event of Default has occurred and is continuing; or (4) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the 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; or (5) to the extent the Person was a Grantor and any assets of the Person which is merged, consolidated or amalgamated with or into the successor Guarantor are assets of the type which would constitute Collateral under the Notes Collateral Documents, the successor Guarantor shall take such action as to cause such property and assets to be made subject to the Lien of the Notes Collateral Documents in the manner and to the extent required in this Indenture or any of the Notes Collateral Documents and shall take all action so that such Lien is perfected to the applicable Security extent required by the Notes Collateral Documents;. Notwithstanding any other provision of this covenant, 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, and (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.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assetsSubsidiaries, taken as a whole, in one or more related transaction or a series of related transactionsto, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person corporation, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assumes, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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) either (A) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof 4.07(a), or (bB) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Company is equal to or greater than it was the Consolidated Coverage Ratio of the Company immediately prior to giving effect to before such transaction; (4) if the Issuer Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case Section 5.01(a)(1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and (5) the Company shall have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. For purposes of this Section 5.01, 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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) expressly assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, 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 Successor CompanyIndenture; 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 or (2) the transaction will result in the release and (3) above; and (5) to the extent any assets discharge of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral Subsidiary Guarantor from its obligations under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]its Subsidiary Guarantee after and upon compliance with Section 10.04. (c) The Notwithstanding Section 5.01(a)(3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to the Company, the Company will not be required to comply with Section 5.01(a)(5). (d) Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Company in accordance with Section 5.01(a), the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company, under this Indenture with the Notes and this Indenturesame effect as if such successor Person has been named as the Company herein, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (thereafter, except in the case of a lease), the predecessor Person shall be released from the obligation to pay the principal of and interests on the Notes and all other covenants and obligations under this Indenture. (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer transfer, lease or lease all or substantially all its assetsotherwise dispose of, in one transaction or a series of related transactions, to all or substantially all the assets of the Company and its Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1) the Issuer is the surviving Person or (a) the resulting, surviving or transferee Person (if not the Company) (the “Successor Company”) will shall 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 United States thereof or the District of Columbia or any territory thereof and (b) the Successor Company (if not the IssuerCompany) will shall expressly assume all the obligations of the Issuer Company under the Notes, Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsagreements, copies of which shall be delivered to the Trustee; (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 transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (ai) the applicable Successor Company or the Issuer Successor Company (if other than the Company) would be able to incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a) hereof 3.2 or (bii) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Company or the Successor Company (if other than it was the Company) is equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction;; and (4) the Issuer shall have Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture, if any, comply with this Indenture. For purposes of this paragraph, except as provided in the next paragraph, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, the Capital Stock of which constitute all or substantially all of the assets of the Company, will be deemed to be the transfer of all or substantially all of the assets of the Company. The foregoing notwithstanding, any Restricted Subsidiary of the Company may consolidate with or merge into the Company and the Company may consolidate with or merge into or dispose of all or substantially all of its assets to any Guarantor without complying with clause (3) of the preceding paragraph in connection with any such consolidation, merger or transfer and such supplemental indenture disposition. The foregoing notwithstanding, the Company may reorganize as any other form of entity in accordance with the following procedures provided that: (if any1) comply with this Indenture and an Opinion the reorganization involves the conversion (by merger, sale, contribution or exchange of Counsel stating that such supplemental indenture (if anyassets or otherwise) is of the Company into a legal and binding agreement enforceable against the Successor Company; provided that in giving an Opinion form of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses entity other than a corporation formed under Delaware law; (2) and the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; (3) abovethe entity so formed by or resulting from such reorganization assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; (4) immediately after such reorganization no Default exists; and (5) such reorganization is not materially adverse to the extent Holders or Beneficial Owners of the Securities. Upon any consolidation, merger, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Person which is merged or consolidated Company in accordance with or into the Issuer are assets of the type which would constitute Collateral under the Security Documentsthis Section 4.1, the Issuer or the Successor Company, as applicable, Company 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 Documents in the manner and to the extent required in released from its obligations under this Indenture or and the applicable Security Documents Securities, and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, Indenture and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except Securities; provided that, in the case of a lease). (d) Notwithstanding any other provisions lease of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part substantially all of its properties assets, the Company will not be released from the obligation to pay the principal of and assets interest on the Securities. The Company will not permit any Subsidiary Guarantor to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer transfer, lease or lease otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets, in one assets to any Person (other than the Company or a series Subsidiary Guarantor) unless either the Subsidiary Guarantee of related transactions, such Subsidiary Guarantor is released pursuant to any Person, unlessSection 10.2 or: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (if not such Subsidiary) (the “Successor Guarantor”) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and the Successor Guarantor shall expressly assumes assume, by executing a supplemental indenture in form reasonably satisfactory to the Trustee, all the obligations of the Guarantor such Subsidiary, if any, under its Note Subsidiary Guarantee; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture, if any, comply with this Indenture and the applicable Security Documents;Indenture.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 transactiontransaction and any related financing, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionException; (4) each Subsidiary Guarantor (unless it is the Issuer other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture and the Notes; and (5) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture indentures (if any) comply with this Indenture Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral under Company. Notwithstanding the Security Documentsforegoing, the Issuer sale, conveyance, assignment, transfer or other disposition of assets of any Subsidiary in connection with a Qualified Receivables Transaction that complies with the Successor Companyother provisions of this Indenture shall not constitute the sale, as applicableconveyance, will take such actionassignment, if any, as may be reasonably necessary to cause such property and transfer or other disposition of all or substantially all the assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in Company or such Subsidiary for purposes of this Section 5.01. The predecessor Company will be released from its obligations under this Indenture or and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (iv) the Issuer Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Restricted Subsidiary may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Restricted Subsidiary that is not a Subsidiary Guarantor, (iiy) the Issuer Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated or organized solely for the purpose of changing the legal domicile of the Issuer, reincorporating the Issuer Company in another jurisdiction, or changing jurisdiction and (z) the legal form of the Issuer, (iii) any Restricted Subsidiary Company may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor. In addition, the Issuer Company will not permit any Subsidiary Guarantor to consolidate with or a Guarantormerge with or into any Person (other than another Subsidiary Guarantor or the Company) and will not permit the conveyance, (iv) transfer or lease of substantially all of the assets of any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets Guarantor to any Person (other Restricted than another Subsidiary and Guarantor or the Company) unless: (va) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Note Guarantee; (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (c) the Guarantor under its Note GuaranteeCompany will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture and Indenture; or (2) the applicable Security Documents;transaction is made in compliance with Section 4.15.

Merger and Consolidation. (a) The Company shall Parent Guarantor will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetslease, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all of its assets to, any Person, unless: (1) either (i) the Issuer Parent Guarantor is the surviving or continuing Person or (ii) the resulting, surviving or transferee Person Person, if not the Parent Guarantor (the “Successor CompanyParent Guarantor”) will ), shall be a Person organized or existing under the laws of the jurisdiction of the Issuer Australia or any State thereof, the United States of AmericaStates, any State of the United States thereof or the District of Columbia or any territory thereof Columbia, and the Successor Company Parent Guarantor (if not the IssuerParent Guarantor) will shall own, directly or indirectly, all of the outstanding Capital Stock of the Issuer and shall expressly assume assume, by a supplemental indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Issuer Parent Guarantor under the Notes, its Note Guarantee, this Indenture and the applicable Security Documents pursuant to supplemental indentures Documents, and the Successor Parent Guarantor shall cause such amendments, supplements or other documents instruments to be executed, filed and instrumentsrecorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral for the benefit of the Notes owned by or transferred to such Successor Parent Guarantor; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Parent Guarantor or any Subsidiary of the applicable Successor Company as a result of such transaction as having been incurred Incurred by the applicable such Successor Company Parent Guarantor 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bi) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries Successor Parent Guarantor would be at least 2.0 to 1.0 or (ii) the Successor Parent Guarantor would have a Consolidated Coverage Ratio not be higher less than it was the Consolidated Coverage Ratio immediately prior to giving effect to such transaction;; and (4) the Issuer Parent Guarantor shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and that all conditions precedent to such consolidation, merger or transfer have been met; provided, however, that clause (3) of this paragraph (a) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Parent Guarantor or (B) the Parent Guarantor merging with an Affiliate of the Parent Guarantor solely for the purpose and with the sole effect of reincorporating the Parent Guarantor in another jurisdiction. For purposes of this Article 5, 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 Parent Guarantor (either alone or together with assets held by the Parent Guarantor), which properties and assets, if held by the Parent Guarantor instead of such Subsidiaries (together with such assets held by the Parent Guarantor), would constitute all or substantially all of the properties and assets of the Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Parent Guarantor. The Successor Parent Guarantor (if not the Parent Guarantor) will be the successor to the Parent Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under this Indenture, the Notes, its Note Guarantee and the Security Documents and the predecessor Parent Guarantor, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes. (b) The Issuer will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: (i) either (A) the Issuer is the surviving or continuing Person or (B) the resulting, surviving or transferee Person, if not the Issuer (the “Successor Issuer”), shall be organized or existing under the laws of Australia or any State thereof, the United States, any State thereof or the District of Columbia, and the Successor Issuer (if not the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, the Indenture and the Security Documents, and the Successor Issuer shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral for the benefit of the Notes owned by or transferred to such Successor Issuer; (ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Issuer as a result of such transaction as having been Incurred by such Successor Issuer at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving pro forma effect to such transaction, either (i) the Consolidated Coverage Ratio would be at least 2.0 to 1.0 or (ii) the Consolidated Coverage Ratio immediately following such transaction is not less than the Consolidated Coverage Ratio immediately prior to such transaction; (iv) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) is a legal comply with this Indenture and binding agreement enforceable against the Successor Company; provided that in giving an Opinion of Counselall conditions precedent to such consolidation, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) abovemerger or transfer have been met; and (5v) each Note Guarantor, unless it is party to the extent any assets transactions described above, shall have by supplemental indenture, confirmed that its Note Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; provided, however, that clause (iii) will not be applicable to (A) a Restricted Subsidiary of the Person which is merged Parent Guarantor consolidating with, merging into or consolidated with transferring all or into the Issuer are part of its properties and assets of the type which would constitute Collateral under the Security Documents, to the Issuer or (B) the Issuer merging with an Affiliate of the Issuer solely for the purpose and with the sole effect of reincorporating the Issuer in another jurisdiction. The Successor Company, as applicable, Issuer (if not the Issuer) will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject the successor to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents Issuer and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (Issuer, except in the case of a lease), shall be released from the obligation to pay the principal of and interest on the Notes. (dc) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions No Note Guarantor (other than the requirements of clause (a)(2)Parent Guarantor) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may will consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets, in one or a series of related transactions, assets to any Person, Person unless: (1) (a) either (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Note Guarantor is the surviving or continuing Person or (yii) the resulting, surviving or transferee Person, if not such Note Guarantor (the “Successor Note Guarantor”), shall be organized or existing under the laws of the jurisdiction under which such Note Guarantor was organized or under the laws of Australia or any State thereof, the United States, any State thereof or the District of Columbia, and such Person (if not such Note Guarantor) shall expressly assumes assume by a Guarantee Agreement all the obligations of such Note Guarantor, if any, under its Note Guarantee and the Security Documents and the Successor Note Guarantor shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral for the benefit of the Notes and Note Guarantee owned by or transferred to such Successor Note Guarantor; provided, however, that the foregoing shall not apply in the case of a Note Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale or disposition of Equity Interest or a sale of all or substantially all assets or (y) that, as a result of the sale or disposition of all or a portion of its Equity Interests, ceases to be a Subsidiary, in both cases, if in connection therewith the Issuer provides an Officers’ Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.11 in respect of such disposition; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guarantee Agreement, if any, complies with this Indenture and that all conditions precedent to such consolidation, merger or transfer have been met. The Successor Note Guarantor (if not the Issuer) will be the successor to such Note Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Note Guarantor and its Note Guarantee, this Indenture and the applicable Security Documents;predecessor Note Guarantor, except in the case of a lease, shall be released from its obligations under its Note Guarantee and this Indenture. Notwithstanding any other provision of this Section 5.01, other than in relation to the Parent Guarantor (1) a Note Guarantor may merge or consolidate with an Affiliate solely for the purpose and with the sole effect of reincorporating such Note Guarantor in another jurisdiction without regard to compliance with clause (2) above, and (2) a Note Guarantor may merge or consolidate with, or transfer all or part of its properties and assets to, another Note Guarantor or the Issuer.

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets, in one transaction or a series of more 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 of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Security Documents pursuant Person shall cause such amendments, supplements and other instruments to supplemental indentures be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other documents similar statute or regulation of the relevant states or jurisdiction), and instrumentsif 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 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 (ai) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bii) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer or, if applicable, the Successor 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 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 CompanyCompany (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 clauses (2Section 4.1(a)(2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents). (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions For purposes of this Section 4.1, (i) the Issuer may consolidate or otherwise combine withsale, merge into or transfer all or part of its properties and assets to a Guarantorlease, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuerconveyance, reincorporating the Issuer in another jurisdictionassignment, transfer, or changing the legal form other disposition of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is if held by the Issuer instead of such Subsidiaries, would constitute all or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) substantially all of the properties and assets of the Issuer on a consolidated basis, shall be deemed to be the transfer of all or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes substantially all the obligations of the Guarantor under its Note Guarantee, this Indenture properties and assets of the applicable Security Documents;Issuer.

Merger and Consolidation. (a) The Company shall not, and shall not consolidate with or permit any Subsidiary to, merge with or into, consolidate with, or conveysell, lease as lessor, transfer or lease all or substantially all its assets, in one transaction or a series otherwise dispose 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 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsProperty to, in one any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a series Wholly-Owned Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of related transactionsthe Company with or into, to any Personor the sale, unlesslease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (1) (a) (i) the other Person corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the Issuer laws of, and has substantially all of its Property located in, the United States of America or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or jurisdiction thereof; (ii) either (x) the Issuer or a Guarantor is due and punctual payment of the continuing Person or (y) principal of and Make-Whole Amount, if any, and interest on all of the resultingNotes, surviving or transferee Person expressly assumes according to their tenor, and the due and punctual performance and observance of all the obligations of covenants herein and in the Guarantor under its Note Guaranteeother Financing Documents to be performed and observed by the Company, this Indenture are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the applicable Security DocumentsCompany shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assetsSubsidiaries, taken as a whole, in one transaction or a series of more related transactionstransactions to, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person corporation, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assumes, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, this Indenture Indenture, the Security Documents and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIntercreditor 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 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) either (A) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof 4.09(a), or (bB) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Company is equal to or greater than it was the Consolidated Coverage Ratio of the Company immediately prior to giving effect to before such transaction; (4) if the Issuer Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and (5) the Company shall have delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, to the effect that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. For purposes of this Section 5.01, 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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) expressly assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, 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 Successor CompanyIndenture; 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 or (2) and (3) above; and (5) to the extent any assets transaction will result in the release of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral Subsidiary Guarantor from its obligations under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]its Subsidiary Guarantee after and upon compliance with Section 10.04. (c) The Notwithstanding the preceding clause (3) of Section 5.01(a), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to the Company, the Company will not be required to comply with the preceding clause (5) of Section 5.01(a). (d) Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Company in accordance with Section 5.01(a), the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company, under this Indenture with the Notes and this Indenturesame effect as if such successor Person has been named as the Company herein, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (thereafter, except in the case of a lease), the predecessor Person shall be released from the obligation to pay the principal of and interests on the Notes and all other covenants and obligations under this Indenture. (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 transactiontransaction and any related financing, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionException; (4) each Subsidiary Guarantor (unless it is the Issuer other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations in respect of this Indenture and the Notes; and (5) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture indentures (if any) comply with this Indenture Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral under Company. Notwithstanding the Security Documentsforegoing, the Issuer sale, conveyance, assignment, transfer or other disposition of assets of any Subsidiary in connection with a Qualified Receivables Transaction that complies with the Successor Companyother provisions of this Indenture shall not constitute the sale, as applicableconveyance, will take such actionassignment, if any, as may be reasonably necessary to cause such property and transfer or other disposition of all or substantially all the assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in Company or such Subsidiary for purposes of this Section 5.01. The predecessor Company will be released from its obligations under this Indenture or and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (iw) the Issuer Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (x) any Restricted Subsidiary may consolidate or otherwise combine with, merge with or into or transfer all or part of its properties and assets to the Company, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor. In addition, (ii) the Issuer may Company will not permit any Subsidiary Guarantor to consolidate or otherwise combine with or merge with or into an Affiliate incorporated any Person (other than another Subsidiary Guarantor or organized for the purpose Company) and will not permit the conveyance, transfer or lease of changing the legal domicile substantially all of the Issuer, reincorporating the Issuer in another jurisdiction, or changing the legal form assets of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Guarantor to any Person (other Restricted than another Subsidiary and Guarantor or the Company) unless: (va) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Note Guarantee; (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (c) the Guarantor under its Note GuaranteeCompany will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture and Indenture; or (2) the applicable Security Documents;transaction is made in compliance with Section 4.15.

Merger and Consolidation. (a) The Company shall not, and shall not consolidate with or permit any Restricted Subsidiary to, merge with or into, consolidate with, or conveysell, lease as lessor, transfer or lease all or substantially all its assets, in one transaction or a series otherwise dispose 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 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsProperty to, in one any other Person or permit any other Person to merge with or into or consolidate with it (except (x) for the completion of the Great Lakes Cattle Merger and (y) that a Restricted Subsidiary other than a Guarantor may merge into, consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to, the Company or a series Wholly-Owned Restricted Subsidiary other than a Guarantor); provided that the foregoing restriction does not apply to the merger or consolidation of related transactionsthe Company with or into, to any Personor the sale, unlesslease, transfer or other disposition by the Company of all or substantially all of its Property to, another corporation, if: (1) (a) (i) the other Person corporation that results from such merger or consolidation or that purchases, leases, or acquires all or substantially all of such Property (the “Surviving Corporation”) is organized under the Issuer laws of, and has substantially all of its Property located in, the United States of America or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or jurisdiction thereof; (ii) either (x) the Issuer or a Guarantor is due and punctual payment of the continuing Person or (y) principal of and Make-Whole Amount, if any, and interest on all of the resultingNotes, surviving or transferee Person expressly assumes according to their tenor, and the due and punctual performance and observance of all the obligations of covenants herein and in the Guarantor under its Note Guaranteeother Financing Documents to be performed and observed by the Company, this Indenture are expressly assumed by the Surviving Corporation pursuant to such agreements or instruments as shall be satisfactory to the Required Holders, and the applicable Security DocumentsCompany shall cause to be delivered to each holder of Notes an opinion of independent counsel (which opinion and counsel are satisfactory to the Required Holders) to the effect that such agreements and instruments are enforceable in accordance with their terms; (iii) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, the Company would be permitted by Section 6.6 to incur at least one dollar ($1.00) of additional Funded Debt owed to a Person other than a Subsidiary; and (iv) immediately prior to, and immediately after the consummation of such transaction, and after giving effect thereto, no Default or Event of Default exists or would exist.

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or intointo or wind up into (whether or not it is the surviving Person), or conveysell, transfer lease, transfer, convey or lease otherwise dispose of all or substantially all its assets, assets in one transaction or a series of more related transactionstransactions to, 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, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsSecurities; (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 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 transactiontransaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, either (aA) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bB) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher is equal to or greater than it was the Consolidated Coverage Ratio of the Issuer immediately prior to giving effect to before such transaction; (4) if the Issuer is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Securities and that its Guarantee shall continue to be in effect; and (5) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply with this Indenture and an Opinion Indenture. For purposes of Counsel stating that this Section 4.1, the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of one or more Subsidiaries of the Issuer, which assets, if held by the Issuer instead of such supplemental indenture (if any) is a legal and binding agreement enforceable against Subsidiaries, would constitute all or substantially all of the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Issuer on a consolidated basis, shall be deemed to be the disposition of all or consolidated with or into substantially all of the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) Issuer. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture; and its predecessor, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leaselease of all or substantially all its assets, will be released from all obligations under this Indenture and the Securities. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties assets to, the Issuer, and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties and assets to any other Restricted to, a Subsidiary Guarantor and (vy) the Issuer may merge with or into an Affiliate incorporated solely for the purpose of reorganizing the Issuer in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into, winds up into or disposes of all or part of its Restricted Subsidiaries may complete assets to, the Issuer, the Issuer will not be required to comply with the preceding clause (5). (b) In addition, the Issuer will not permit any Permitted Intercompany ActivitiesSubsidiary Guarantor to consolidate with, Permitted Tax Restructuring merge with or related transactions; providedinto or wind up into, that and will not permit the entity that is surviving disposition of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Issuer or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Guarantee; and (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default shall have occurred and be continuing; or (2) the transaction results in the release of the Subsidiary Guarantor from its obligations under its Note Guarantee, this Indenture and its Guarantee after and upon compliance with the applicable Security Documents;provisions of Section 10.2 and (3) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture (if any) comply with this Indenture.

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (and each Supplement thereto) and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel, to the Issuereffect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentsexist. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactions, transactions to any Person, unless; provided that: (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 United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv1) 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intowith, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless; provided that: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (athe “Successor Entity”), shall be a solvent entity organized and existing under the laws of the United States, any State thereof or the District of Columbia; (2) if the Successor Entity is not the Company, (i) such Successor Entity shall have executed and delivered to each holder of Notes its assumption of the other Person is due and punctual performance and observance of each covenant and condition of this Agreement and the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with Notes (pursuant to such transactionsagreements and instruments as shall be reasonably satisfactory to the Required Holders), or (ii) either the Successor Entity shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption comply with the terms hereof and are enforceable in accordance with their terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (xiii) the Issuer or a Guarantor is the continuing Person or (y) the resultingeach Subsidiary Guarantor, surviving or transferee Person expressly assumes all the if any, shall have reaffirmed in writing its obligations of the Guarantor under its Note Guarantee, this Indenture Subsidiary Guaranty; and (3) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and the applicable Security Documents;be continuing.

Merger and Consolidation. (a) The Company shall not may consolidate with or with, merge with or into, or convey, transfer sell or lease convey all or substantially all its assetsof the Company’s assets to, in one transaction any other corporation or a series of related transactions, to any Person, unlessentity if: (1a) (i) in the Issuer case of a merger, the Company is the surviving Person entity in such merger, or (ii) in the case of a merger in which the Company is not the surviving entity or in the case of a consolidation or a sale or conveyance of assets, the entity into which the Company is merged or the resulting, surviving entity which is formed by such consolidation or transferee Person (which acquires by sale or conveyance all or substantially all of the “Successor Company”) will assets of the Company shall be a Person corporation, association, company or business trust 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 or any territory a State thereof and the Successor Company (if not the Issuer) will such successor entity shall expressly assume the due and punctual payment of the principal of and any premium and interest on all the obligations Securities, according to their tenor, and the due and punctual performance and observance of all of the Issuer covenants under the Notes, this Indenture and the applicable Security Documents pursuant Securities to be performed or observed by the Company by a supplemental indentures or other documents indenture in form satisfactory to the Trustee, executed and instrumentsdelivered to the Trustee by such entity; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio Company or such successor entity, as the case maybe, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance or observance of any such covenant and shall not immediately thereafter have outstanding (or otherwise be liable for) any indebtedness secured by a Mortgage not expressly permitted by the Issuer provisions of this Indenture or shall have secured the Securities hereunder equally and its Restricted Subsidiaries would ratably with (or prior to) any indebtedness secured by any Mortgage not be higher than it was immediately prior to giving effect to such transaction;so permitted; and (4c) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with 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 Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentssuccessor entity. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company Lessee shall not consolidate not, during the Term, enter into any merger with or merge with into or intoconsolidation with, or sell, convey, transfer, lease or otherwise dispose of in one or a series of transactions all or substantially all of its assets as an entirety to any Person, unless the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all its assets, in one transaction or of the assets of the Lessee as an entirety (i) is 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 domestic corporation organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, or any State of the United States or States, (ii) is a Citizen of the District United States, (iii) is a Section 1110 Person, so long as such status is a condition to the availability of Columbia or any territory thereof and the Successor Company Section 1110, (iv) if not the Issuer) will expressly assume Lessee, executes a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Owner Trustee and Owner Participant, containing an effective assumption of all the obligations of the Issuer Lessee's, as applicable, obligations hereunder and under the Notesother Operative Agreements, this Indenture and each other document contemplated hereby or thereby and delivers such instrument to the Owner Participant and the applicable Security Documents Owner Trustee, (v) provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee and the Owner Participant, which opinion shall be reasonably satisfactory to the Owner Participant, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition and the instrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the FAA as may be required pursuant to supplemental indentures part A of subtitle VII of Xxxxx 00, Xxxxxx Xxxxxx Code to evidence such merger or other documents and instruments; consolidation; PROVIDED THAT, no such merger, consolidation or conveyance, transfer or lease shall be permitted if (21) immediately after giving effect to such transaction (and treating any Indebtedness that becomes consolidation, merger, purchase, conveyance, transfer, lease or other disposition, 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; continuing or (32) the surviving Person in such transaction has a tangible net worth, as determined in accordance with generally accepted accounting principles immediately after giving pro forma effect following such transaction, of less than seventy-five percent (75%) of Lessee, as measured immediately prior to such transaction. Upon any consolidation or merger, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 any conveyance, transfer or lease of Indebtedness pursuant to Section 3.2(a) hereof all or (b) the Consolidated Total Leverage Ratio substantially all of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person Lessee and the satisfaction of the conditions specified in this Section 4.02(e), the successor corporation formed by such consolidation or into which the Lessee is merged or consolidated with the Person to which such conveyance, transfer or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 lease is made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Lessee under the Notes and this Indenture, Agreement and the Issuer will automatically Lease and unconditionally be released each other Operative Agreement and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) document contemplated hereby and thereby to which the Issuer may consolidate Lessee is a party with the same effect as if such successor corporation had been named as the Lessee herein and therein. No such consolidation or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 jurisdictionmerger, or changing the legal form of the Issuersale, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or conveyconveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety shall have the effect of releasing the Lessee or any successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) from its assets, in one liability hereunder or a series of related transactions, to any Person, unless: (1) (a) (i) under the other Person is the Issuer or Operative Agreements. Nothing contained herein shall permit any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactionslease, sublease, or (ii) either (x) other arrangement for the Issuer use, operation or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations possession of the Guarantor under its Note Guarantee, this Indenture and Aircraft except in compliance with the applicable Security Documents;provisions of the Lease.

Merger and Consolidation. (a) The Company Issuer shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, 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 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all of the assets of the Company and its assetsSubsidiaries, taken as a whole, in one or more related transaction or a series of related transactionsto, to any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be is a Person corporation, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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) either (A) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof 5.07(a), or (bB) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Company is equal to or greater than it was the Consolidated Coverage Ratio of the Company immediately prior to giving effect to before such transaction; (4) if the Issuer Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case Section 6.01(a)(1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and (5) the Company shall have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture. For purposes of this Section 6.01, 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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary Guarantor) expressly assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; and (c) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, 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 Successor CompanyIndenture; 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 or (2) the transaction will result in the release and (3) above; and (5) to the extent any assets discharge of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral Subsidiary Guarantor from its obligations under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]its Subsidiary Guarantee after and upon compliance with Section 11.04. (c) The Notwithstanding Section 6.01(a)(3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or part of its properties and assets to the Company, the Company will not be required to comply with Section 6.01(a)(5). (d) Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Company in accordance with Section 6.01(a), the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company, under this Indenture with the Notes and this Indenturesame effect as if such successor Person has been named as the Company herein, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (thereafter, except in the case of a lease), the predecessor Person shall be released from the obligation to pay the principal of and interests on the Notes and all other covenants and obligations under this Indenture. (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or intointo or wind up into (whether or not it is the surviving Person), or conveysell, transfer lease, transfer, convey or lease otherwise dispose of all or substantially all its assets, assets in one transaction or a series of more related transactionstransactions to, 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, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsNotes; (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 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 transactiontransaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, either (aA) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bB) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher is equal to or greater than it was the Consolidated Coverage Ratio of the Issuer immediately prior to giving effect to before such transaction; (4) if the Issuer is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Notes and that its Guarantee shall continue to be in effect; and (5) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply with this Indenture and an Opinion Indenture. For purposes of Counsel stating that this Section 4.1, the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of one or more Subsidiaries of the Issuer, which assets, if held by the Issuer instead of such supplemental indenture (if any) is a legal and binding agreement enforceable against Subsidiaries, would constitute all or substantially all of the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Issuer on a consolidated basis, shall be deemed to be the disposition of all or consolidated with or into substantially all of the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) Issuer. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture; and its predecessor, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) lease of all or substantially all its assets, will be released from all obligations under this Indenture and the Notes. Notwithstanding any other provisions of this Section 4.1the preceding, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties assets to, the Issuer, and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties and assets to any other to, a Restricted Subsidiary and (vy) the Issuer may merge with or into an Affiliate incorporated solely for the purpose of reorganizing the Issuer in another jurisdiction. (b) In addition, the Issuer will not permit any Subsidiary Guarantor to consolidate with, merge with or into or wind up into, and its Restricted Subsidiaries may complete will not permit the disposition of all or substantially all of the assets of any Permitted Intercompany ActivitiesSubsidiary Guarantor to, Permitted Tax Restructuring any Person (other than the Issuer or related transactions; provided, that the entity that is surviving or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Guarantee; and (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default shall have occurred and be continuing; or (2) the transaction results in the release of the Subsidiary Guarantor from its obligations under its Note Guarantee, this Indenture and its Guarantee after and upon compliance with the applicable Security Documents;provisions of Section 10.2.

Merger and Consolidation. (a) The Company shall not Pursuant to an agreement of merger or consolidation, the Trust, or any one or more Series, may, by act of a majority of the Board of Trustees, merge or consolidate with or merge with into one or into, more business trusts or convey, transfer other business entities formed or lease all or substantially all its assets, 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 existing under the laws of the jurisdiction State of the Issuer Delaware or any other state or the United States of America, or any State foreign country or other foreign jurisdiction. Any such merger or consolidation shall not require the vote of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the NotesShareholders affected thereby, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (2) immediately after giving effect to unless 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) vote is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b1940 Act, or unless such merger or consolidation would result in an amendment of this Declaration of Trust, which would otherwise require the approval of such Shareholders. In accordance with Section 3815(f) [Reserved]. (c) The Successor Company will succeed toof the DSTA, and be substituted for, and an agreement of merger or consolidation may exercise every right and power ofaffect any amendment to this Declaration of Trust or the By-Laws or affect the adoption of a new declaration of trust or by-laws of the Trust if the Trust is the surviving or resulting business trust. Upon completion of the merger or consolidation, the Issuer under Trustees shall file a certificate of merger or consolidation in accordance with Section 3810 of the Notes and this IndentureDSTA.A majority of the Board of Trustees may, and without the Issuer will automatically and unconditionally be released and discharged from its obligations under vote or consent of the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1Shareholders, cause (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets Trust to convert to a Guarantorcommon-law trust, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuera general partnership, reincorporating the Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer limited partnership or a Guarantorlimited liability company organized, (iv) any Restricted Subsidiary may consolidate formed 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 Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing created under the laws of the jurisdiction State of Delaware as permitted pursuant to Section 3821 of the Issuer or DSTA; (ii) the United States of America, any State Shares of the United States or the District of Columbia Trust or any territory Series to be converted into beneficial interests in another business trust (or series thereof. (e) The foregoing provisions (other than the requirements created pursuant to this Section 3 of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactionsthis Article VIII, or (ii) either (xiii) the Issuer Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; provided, however, that if required by the 1940 Act, no such statutory conversion, Share conversion or Share exchange shall be effective unless the terms of such transaction shall first have been approved at a Guarantor is meeting called for that purpose by the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations “vote of a majority of the Guarantor under its Note Guaranteeoutstanding voting securities,” as such phrase is defined in the 1940 Act, this Indenture of the Trust or Series, as applicable; provided, further, that in all respects not governed by statute or applicable law, the Board of Trustees shall have the power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the applicable Security Documents;conversion of Shares of the Trust or any Series into beneficial interests in such separate business trust or trusts (or series thereof).

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel, to the Issuereffect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentsexist. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactions, transactions to any Person, unless; provided that: (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 United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv1) 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intowith, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless; provided that: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (athe “Successor Entity”), shall be a solvent entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) if the Successor Entity is not the Company, (i) such Successor Entity shall have executed and delivered to each holder of Notes its assumption of the other Person is due and punctual performance and observance of each covenant and condition of this Agreement and the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with Notes (pursuant to such transactionsagreements and instruments as shall be reasonably satisfactory to the Required Holders), or (ii) either the Successor Entity shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption comply with the terms hereof and are enforceable in accordance with their terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (xiii) the Issuer or a Guarantor is the continuing Person or (y) the resultingeach Subsidiary Guarantor, surviving or transferee Person expressly assumes all the if any, shall have reaffirmed in writing its obligations of the Guarantor under its Note Guarantee, this Indenture Subsidiary Guaranty; and (3) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and the applicable Security Documents;be continuing.

Merger and Consolidation. (a) The Company shall Borrower will not consolidate with or merge with or intointo any other Person, or convey, transfer or lease all or substantially all its assets, in one transaction or a series of related transactions, properties and assets to any another Person, unless: (1a) the Issuer Borrower is the continuing or surviving Person in the consolidation or merger; or (b) the resulting, surviving or transferee Person (if other than the “Successor Company”Borrower) will be formed by the consolidation or into which the Borrower is merged or to which all or substantially all of the Borrower’s properties and assets are transferred is a Person corporation, partnership, limited liability company, business trust, trust or other legal entity organized or and validly existing under the laws of the jurisdiction of the Issuer or the United States of AmericaStates, any State of the United States state thereof or the District of Columbia or any territory thereof Columbia, and expressly assumes, by a supplement to this Agreement, all of the Borrower’s obligations under the Notes and this Agreement; and (c) immediately after the transaction and the Successor Company (if not the Issuer) will expressly assume all the obligations Incurrence or anticipated Incurrence of the Issuer under the Notesany Indebtedness to be Incurred in connection therewith, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;no Event of Default exists; and (2d) 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 (a) the applicable Successor Company continuing or the Issuer surviving Person would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above9.01(a); and (5e) each Subsidiary Guarantor shall have by supplement to the extent any Guaranty Agreement confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations (if other than the Borrower) in respect of this Agreement and the Notes and shall continue to be in effect; and (f) a certificate of a Responsible Officer is delivered to the Administrative Agent to the effect that the conditions set forth above have been satisfied and an opinion of counsel reasonably acceptable to the Administrative Agent has been delivered to the Administrative Agent to the effect that the conditions set forth above have been satisfied. For purposes of the first paragraph of this Section 9.09, 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 Borrower, which properties and assets, if held by the Borrower instead of its Subsidiaries, would constitute all or substantially all of the properties and assets of the Person which is merged Borrower on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. Borrower. Notwithstanding clauses (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1above and clause (a)(ii) below, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer Borrower 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 another Restricted Subsidiary and (vy) the Issuer and its Borrower may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another jurisdiction; provided that, in the case of a Restricted Subsidiaries may complete any Permitted Intercompany ActivitiesSubsidiary that merges into the Borrower, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity Borrower will not be an entity organized or 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 or any territory thereof. required to comply with clause (e) above. The foregoing provisions (other than the requirements of clause (a)(2)) shall Borrower will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or conveyinto any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease all or of substantially all of its assets, in one or a series the assets of related transactions, any Subsidiary Guarantor (other than to any Person, another Subsidiary Guarantor) unless: (1) (a) (i) the other Person is formed by the Issuer consolidation or any Restricted into which the Subsidiary that Guarantor merged or to which all or substantially all of the Subsidiary Guarantor’s properties and assets are transferred is a Guarantor corporation, partnership, limited liability company, business trust, trust or becomes a Guarantor concurrently with such transactionsother legal entity organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia and such Person (iiif not such Subsidiary Guarantor) either (x) will expressly assume, by supplement to the Issuer or a Guarantor is the continuing Person or (y) the resultingGuaranty Agreement, surviving or transferee Person expressly assumes all the obligations of the such Subsidiary Guarantor under its Note Subsidiary Guarantee, this Indenture ; (ii) immediately after the transaction and the applicable Security Documents;Incurrence or anticipated Incurrence of any Indebtedness to be Incurred in connection therewith, no Event of Default exists; and (iii) the Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer and an opinion of counsel reasonably acceptable to the Administrative Agent, each to the effect that the conditions set forth above have been satisfied; or (b) the transaction is made in compliance with Section 9.06.

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.4; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel, to the Issuereffect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 would exist (or would have occurred existed on the last day of the fiscal quarter immediately preceding such consolidation or merger and be continuing; (3) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leasethereto). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not, and will not permit any Subsidiary Guarantor or any of its Material Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Subsidiary Guarantor or Material Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is a Subsidiary after giving effect to such transaction, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel (or such other counsel as may be reasonably acceptable to the IssuerRequired Holders), to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction no Default or Event of Default would exist (it being agreed that, for purposes of determining compliance with Sections 10.1 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 10.2, such transaction shall be treated on a pro forma basis for the relevant period 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio consummated as of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets last day of the Person most recent fiscal quarter for which is merged or consolidated financial statements have been delivered and, for purposes of determining compliance with or into the Issuer are assets Section 10.3, that all Priority Debt will be deemed to have been incurred as of the type which would constitute Collateral under the Security Documents, the Issuer 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 last day of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leasemost recent fiscal quarter for which financial statements have been delivered). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The None of the Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 shall be a Person organized or and existing under the laws of the jurisdiction United Kingdom, or any member state of the Issuer European Union on January 1, 2004 (other than Greece), or the United States of America, any State of the United States or the District of Columbia Columbia, Canada or any territory thereof province of Canada, Norway or Switzerland and the Successor Company (if not the IssuerCompany) will shall expressly assume assume, (x) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company, under the Notes, Notes and this Indenture and (y) all obligations of the applicable Company, under the Intercreditor Agreement and the Security Documents pursuant to supplemental indentures or other documents and instrumentsDocuments; (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 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 (aA) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof or (bB) the Consolidated Total Leverage Fixed Charge Coverage Ratio of for the Issuer Successor Company and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture, and that all conditions precedent therein provided for relating to such transaction have been complied with and an Opinion of Counsel stating to the effect 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 Successor Company and the Notes constitute legal, valid and binding obligations of the Successor Company, enforceable in accordance with their terms (in each case, in form and substance reasonably satisfactory to the Trustee); 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 (2) and (3) above; and . Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (5or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Section 5.01, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 4.09. For purposes of this Section 5.01, the extent any sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the properties and assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all the Issuer are properties and assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) . The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company, under this Indenture and the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but in the case of a leaselease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such Indenture or the Notes. Notwithstanding Sections 5.01(a)(2) and 5.01(a)(3) (which do not apply to transactions referred to in this sentence) and, other than with respect to the second preceding paragraph, Section 5.01(a)(4). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a GuarantorCompany, and (ivy) any Restricted Subsidiary that is not a Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary Subsidiary. Notwithstanding Sections 5.01(a)(2) and 5.01(a)(3) (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall which do not apply to the creation transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of a new Subsidiary as a Restricted Subsidiarychanging the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (fb) Subject to Section 10.2(b), no No Guarantor may may: (1) consolidate with or merge with or intointo any Person; (2) sell, or convey, transfer or lease dispose of, all or substantially all of its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into a Guarantor, unless: (1) (a) (iA) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or the transaction; or (iiB) (i) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture Guarantee and the applicable obligations under the Intercreditor Agreement and the Security Documents;; and

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, in one transaction or a series of related transactions, to any Person, unless: : (1i) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a Person corporation 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 state thereof or the District of Columbia or any territory thereof Thailand, and the Successor Company (if not the IssuerCompany) will shall expressly assume assume, by indenture supplemental to this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Company, including the obligations under this Indenture, the Notes, this Indenture Security Sharing Agreement and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; Documents; (2ii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness that which 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 Incurred by the applicable Successor Company at the time of such transaction), no Default or Event of Default shall have occurred and be continuing (or would result therefrom); (iii) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company as a result of such transaction as having been Incurred by the Successor Company at the time of such transaction), the Successor Company would be able to incur an additional U.S.$1.00 of Indebtedness pursuant to the first paragraph of Section 4.03; (iv) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Event of Default the Successor Company shall have occurred and be continuing; (3) Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately after giving pro forma effect prior to such transaction, either ; (av) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Opinion of Counsel to the effect that the holders of the Securities will not recognize income, gain, or loss for United States Federal income tax purposes as a result of such transaction, and will be subject to United States Federal income tax on the same amounts and at the same times as would be the case as if the transaction had not occurred, and there will be no additional Thai Taxes and no Taxes of any other jurisdiction imposed on any payments made pursuant to the Securities or the Guaranty; and (vi) each of the Company and the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) indentures comply with this Indenture, and this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against including the Successor Company; provided that in giving an Opinion of CounselGuaranty), counsel may rely on an Officer’s Certificate as to any matters of factthe Security Sharing Agreement, including as to satisfaction of clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, and the Issuer or Securities remain and will be in full force and effect against all applicable parties and 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 Liens with respect to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and Collateral (which shall take all reasonably necessary action so that such Lien is be first priority perfected to the extent required Liens unless otherwise contemplated by the applicable Security Documents. (b) [Reserved]. (c) continue in full force and effect. The Successor Company will shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes and this Indenture, and but the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except predecessor Company in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1conveyance, (i) the Issuer may consolidate transfer or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) lease shall not apply be released from the obligation to pay the creation principal of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may and interest on the Securities. The Issuers shall not consolidate with or merge with or intointo any other Person, or convey, transfer or lease all or substantially all its assets to any other Person, and all of its assetsoutstanding Capital Stock shall at all times be owned by the Company free and clear of all Liens (other than Liens securing the Securities, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture Senior Notes and the applicable Security Documents;Debentures).

Merger and Consolidation. (a) The Company shall not, and shall not permit its Subsidiaries to, directly or indirectly: (i) consolidate with or merge with or intointo another Person (whether or not the Company is the surviving corporation) or change its form of organization, (ii) sell, assign, transfer, convey or convey, transfer or lease otherwise dispose of all or substantially all of the properties or assets of the Company and its assetsSubsidiaries taken as a whole, in one transaction or a series of more related transactions, to any another Person, unless: or (1iii) consummate a stock sale or other business combination (including without limitation, a reorganization, recapitalization, spin-off or scheme or arrangement) with another Person, whereby such other Person acquires more than 50% of the outstanding shares of Common Stock; except that (w) any Subsidiary of the Company may merge into (A) any wholly-owned Subsidiary of the Company that is a Guarantor of the Notes or (B) with or into another Person, provided that, after giving effect to any such merger described in clause (A) or (B), no Default or Event of Default shall have occurred and be continuing and provided further that, in the case of clause (B), if such Subsidiary is a Material Subsidiary (or is otherwise a Note Party), such Subsidiary shall be the surviving entity, shall have reaffirmed all of its obligations under the Note Documents and shall continue to be a wholly-owned Subsidiary of the Company, and in all other cases (except a merger in connection with an Asset Sale that is permitted by the terms hereof) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will entity shall be a Person organized or existing under the laws Subsidiary of the jurisdiction Company, (x) the Company may merge with or into a wholly owned Delaware subsidiary of the Issuer Parent to effect the Conversion, (y) on or after the United States Conversion Date, the Company may merge with and into the Parent, provided that the Parent shall have assumed all of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer Company hereunder and under the NotesNotes and other Note Documents, this Indenture and shall have delivered to each Holder evidence satisfactory to Required Holders and Collateral Agent (including without limitation, if requested by Required Holders, a legal opinion of Counsel to Parent) that the applicable Security Notes and other obligations of Company under the Note Documents pursuant are enforceable against Parent and that Collateral Agent continues to supplemental indentures have a First Priority Lien on all Collateral of Company, and (z) subject to Section 5.18, prior to the Conversion Date, the Company may merge with or into another Person, provided that the surviving entity shall be a corporation organized in a jurisdiction in the United States, shall have assumed all of the obligations of the Company hereunder and under the Notes and other documents Note Documents, and instruments; shall have delivered to each Holder evidence satisfactory to Required Holders and Collateral Agent (2including without limitation, if requested by Required Holders, a legal opinion of Counsel to the Company) immediately that the obligations of the Company under the Note Documents are enforceable against such Person and that the Collateral Agent continues to have a First Priority Lien on all Collateral, and provided further that, 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)merger, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company Other than in connection with an Asset Sale permitted under Section 5.6, it shall not, and shall not permit any Subsidiary to, consolidate with or merge with or into, into any other Person or convey, transfer or lease all or its properties and assets substantially all its assets, in one transaction or a series of related transactions, as an entirety to any Person, unless: and such Loan Party shall not permit any Person to consolidate with or merge into such Loan Party or convey, transfer or lease its properties and assets substantially as an entirety to such Loan Party, unless (1i) the Issuer is the surviving no Default or Event of Default then exists (or would occur as a result thereof), (ii) no Change in Control would occur as a result thereof, and (iii) in case such Loan Party shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the resultingPerson formed by such consolidation or into which such Loan Party or its Subsidiary is merged or the Person which acquires by conveyance or transfer, surviving or transferee Person which leases, the properties and assets of such Loan Party or its Subsidiary substantially as an entirety (the “Successor Company”W) will shall be a Person corporation, partnership or trust, shall be organized or and validly existing under the laws of the jurisdiction of the Issuer or the United States of America, any State of the United States thereof or the District of Columbia or any territory thereof and Columbia, (X) in the Successor Company (if not the Issuer) will expressly assume all the obligations case of the Issuer under the Notesa Guarantor, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (2) immediately shall, after giving effect to the transaction, be a Subsidiary of Borrower (or in the case of any Limited Guarantor, Investor) and Borrower (or, in the case of any Limited Guarantor, Investor) shall have the same percentage of Equity Interests in such transaction Subsidiary as it had in such predecessor Loan Party, (Y) shall expressly assume (or guarantee, in the case of a Guarantor), by an assumption agreement in form reasonably satisfactory to Lender, the due and treating any Indebtedness that becomes an obligation punctual payment of the applicable Successor Company principal of and any premium and interest on the Loan and the performance or any Subsidiary observance of every covenant of this Agreement and each other Loan Document on the applicable Successor Company as a result part of such transaction Loan Party to be performed or observed, and (Z) shall take (or cause to be taken) such action as having been incurred by the applicable Successor Company necessary to grant (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 (amaintain) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or perfected security interests in its assets (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents applicable, its outstanding Equity Interests) as Loan Party and shall take all reasonably necessary action so that such Lien is perfected to the extent required contemplated by the applicable Security Loan Documents. (b) [Reserved]. (c) The Successor Company will Upon any consolidation of such Loan Party with, or merger of such Loan Party into, any other Person or any conveyance, transfer or lease of the properties and assets of such Loan Party substantially as an entirety in accordance with this Section 5.2, the successor Person formed by such consolidation or into which such Loan Party is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Loan Party under this Agreement with the Issuer under the Notes and this Indenturesame effect as if such successor Person had been named as such Loan Party herein, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease)thereafter. (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assetsassets to, 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 of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, via a supplemental indenture, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the applicable Security Documents pursuant to supplemental indentures Notes is a corporation organized or other documents and instrumentsexisting 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 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 (a) the applicable Fixed Charge Coverage Ratio of the Company (or, if applicable, the Successor Company or the Issuer would be able to incur thereto) is at least an additional $2.00 to 1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries Company (or, if applicable, the Successor Company thereto) would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal has been duly authorized, executed and delivered and this Indenture and the supplemental indenture are legal, valid and binding agreement agreements enforceable against the applicable Successor CompanyCompany (in each case, in form satisfactory to the Trustee); 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 (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions For purposes of this Section 4.1, (i) the Issuer may consolidate or otherwise combine withsale, merge into or transfer all or part of its properties and assets to a Guarantorlease, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuerconveyance, reincorporating the Issuer in another jurisdictionassignment, transfer, or changing the legal form other disposition of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its the properties and assets of one or more Subsidiaries of the Company, which properties and assets, in one if held by the Company instead of such Subsidiaries, would constitute all or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes substantially all the obligations of the Guarantor under its Note Guaranteeproperties and assets of the Company on a consolidated basis, this Indenture shall be deemed to be the transfer of all or substantially all of the properties and assets of the applicable Security Documents;Company.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation 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 or any territory thereof and the Successor Company (if not the IssuerCompany) 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 Company under the NotesSecurities and this Indenture and will expressly assume, by written agreement all the obligations of the Company under the Collateral Documents and the Intercreditor Agreement and the Successor Company shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee; and (2) each Note Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the applicable Security Securities and shall have by written agreement confirmed that its obligations under the Collateral Documents pursuant and the Intercreditor Agreement shall continue to supplemental indentures be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by such Note Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each case in a form reasonably satisfactory to the Trustee. Parent will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless the resulting, surviving or transferee Person (the “Successor Parent”) will be a corporation organized and instruments; existing under the laws of the United States of America, any State of the United States or the District of Columbia, the Successor Parent (2if not the Parent) immediately after giving effect to such transaction will expressly assume, by supplemental indenture (and treating any Indebtedness that becomes an obligation of the other 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 transactiondocuments), no Event of Default shall have occurred executed and be continuing; (3) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate Trustee, in form satisfactory to the Trustee, all the obligations of the Parent under its Note Guarantee, this Indenture, the Collateral Documents and an Opinion the Intercreditor Agreement and the Successor Parent shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral pledged by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of Counsela financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions, in each stating that case in a form reasonably satisfactory to the Trustee. 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 Company, which properties and assets, if held by the Parent or the Company instead of such consolidationSubsidiaries, merger would constitute all or substantially all of the properties and assets of the Parent or the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and such supplemental indenture (if any) comply with assets of the Parent and the Company. The predecessor Company will be released from its obligations under this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except Intercreditor Agreement, but, in the case of a lease). (d) Notwithstanding lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities or any other provisions of this Section 4.1obligation under the Collateral Documents and the Intercreditor Agreement. In addition, (i) the Issuer may Company will not permit any Subsidiary Guarantor to consolidate or otherwise combine with, merge with or into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or transfer lease of all or part substantially all of its properties and the assets of any Subsidiary Guarantor (other than to another Subsidiary Guarantor) unless (a) if such entity remains a Subsidiary Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. Columbia; and (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (yb) the resulting, surviving or transferee Person expressly assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Guarantor Trustee under its Note Guaranteethe Securities, this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable Security Documentslaw to preserve and protect the Lien on the Collateral pledged by or transferred to the surviving entity, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions in each case in a form reasonably satisfactory to the Trustee;

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation, partnership, trust or limited liability company 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 thereof or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction3.3; (4) if the Issuer Company is not the continuing obligor under this Indenture, then any Subsidiary Guarantor, unless it is the Successor Company, shall have by supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee of the Securities shall apply to the Successor Company's obligations under the Indenture and the Securities; and (5) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture. 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 an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which Properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the Properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a leaselease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the foregoing, the Company is permitted to reorganize as a corporation in accordance with the procedures established in this Indenture, and may merge or consolidate with an Affiliate for such purpose; provided that the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such reorganization. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a GuarantorCompany, (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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) if then a corporation, the resulting, surviving Company may merge with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction to realize tax or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;other benefits.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the IssuerCompany) 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 Company under the Notes, Securities and this Indenture and will expressly assume, by written agreement, all of the applicable Security obligations of the Company under the Registration Rights Agreement, the Collateral Documents pursuant to supplemental indentures (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents and instrumentsas may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (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 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 transaction and any related financing transactions, (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or ), or (b) the Consolidated Total Leverage Coverage Ratio of for the Issuer Successor Company and its Restricted Subsidiaries would not be higher greater than it was such ratio for the Company and its Restricted Subsidiaries immediately prior to giving effect to such transaction; (4) each Subsidiary Guarantor (unless it is the Issuer other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and shall have by written agreement confirmed that its obligations under the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Subsidiary Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; and (5) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture. 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 an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral Company. The predecessor Company will be released from its obligations under this Indenture, and the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, the Collateral Documents and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except Intercreditor Agreement, but, in the case of a leaselease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties Company and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resultingCompany may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, surviving or transferee Person expressly assumes all in the obligations case of a Restricted Subsidiary that merges into the Guarantor under its Note GuaranteeCompany, this Indenture and the applicable Security Documents;Company will not be required to comply with the preceding clause (4).

Merger and Consolidation. (a) The Company Lessee shall not consolidate not, during the Term, enter into any merger with or merge with into or intoconsolidation with, or sell, convey, transfer, lease or otherwise dispose of in one or a series of transactions all or substantially all of its assets as an entirety to any Person, unless the surviving corporation or Person which acquires by purchase, conveyance, transfer or lease all or substantially all its assets, in one transaction or of the assets of the Lessee as an entirety (i) is 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 domestic corporation organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, or any State of the United States or States, (ii) is a Citizen of the District United States, (iii) is a Section 1110 Person, so long as such status is a condition to the availability of Columbia or any territory thereof and the Successor Company Section 1110, (iv) if not the Issuer) will expressly assume Lessee, executes a duly authorized, legal, valid, binding, and enforceable agreement, reasonably satisfactory in form and substance to Owner Trustee and Owner Participant, containing an effective assumption of all the obligations of the Issuer Lessee's, as applicable, obligations hereunder and under the Notesother Operative Agreements, this Indenture and each other document contemplated hereby or thereby and delivers such instrument to the Owner Participant and the applicable Security Documents Owner Trustee, (v) provides an opinion from counsel (which counsel may be the Lessee's General Counsel) delivered to the Owner Trustee and the Owner Participant, which opinion shall be reasonably satisfactory to the Owner Participant, and an officer's certificate (which may rely, as to legal matters, on such legal opinion), each stating that such merger, consolidation, conveyance, transfer, lease or other disposition and the instrument noted in clause (iv) above comply with this Section 4.02(e), that such instrument is a legal, valid and binding obligation of, and is enforceable against, such survivor or Person, and that all conditions precedent herein provided for relating to such transaction have been complied with, and (vi) such survivor or Person makes such filings and recordings with the FAA as may be required pursuant to supplemental indentures part A of subtitle VII of Title 49, United States Code to evidence such merger or other documents and instruments; consolidatiox; XXXXXXXX XXXX, xx xxch merger, consolidation or conveyance, transfer or lease shall be permitted if (21) immediately after giving effect to such transaction (and treating any Indebtedness that becomes consolidation, merger, purchase, conveyance, transfer, lease or other disposition, 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; continuing or (32) the surviving Person in such transaction has a tangible net worth, as determined in accordance with generally accepted accounting principles immediately after giving pro forma effect following such transaction, of less than seventy-five percent (75%) of Lessee, as measured immediately prior to such transaction. Upon any consolidation or merger, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 any conveyance, transfer or lease of Indebtedness pursuant to Section 3.2(a) hereof all or (b) the Consolidated Total Leverage Ratio substantially all of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person Lessee and the satisfaction of the conditions specified in this Section 4.02(e), the successor corporation formed by such consolidation or into which the Lessee is merged or consolidated with the Person to which such conveyance, transfer or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 lease is made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Lessee under the Notes and this Indenture, Agreement and the Issuer will automatically Lease and unconditionally be released each other Operative Agreement and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) document contemplated hereby and thereby to which the Issuer may consolidate Lessee is a party with the same effect as if such successor corporation had been named as the Lessee herein and therein. No such consolidation or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 jurisdictionmerger, or changing the legal form of the Issuersale, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or conveyconveyance, transfer or lease of all or substantially all of the assets of the Lessee as an entirety shall have the effect of releasing the Lessee or any successor corporation which shall theretofore have become the Lessee hereunder in the manner prescribed in this Section 4.02(e) from its assets, in one liability hereunder or a series of related transactions, to any Person, unless: (1) (a) (i) under the other Person is the Issuer or Operative Agreements. Nothing contained herein shall permit any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactionslease, sublease, or (ii) either (x) other arrangement for the Issuer use, operation or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations possession of the Guarantor under its Note Guarantee, this Indenture and Aircraft except in compliance with the applicable Security Documents;provisions of the Lease.

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetslease, in one transaction or a series of related transactions, to directly or indirectly, 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”"SUCCESSOR COMPANY") will shall 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 United States thereof or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (2) immediately after giving PRO FORMA effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of (if not the applicable Successor Company as a result of such transaction Company) and its Subsidiaries as having been incurred 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 PRO FORMA effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction4.06(a); (4) each Person that is required pursuant to the Issuer terms of this Indenture to be a Guarantor shall have become a Guarantor pursuant to a Supplemental Guaranty Agreement or shall have confirmed its Guaranty pursuant to a 62 supplemental indenture in form reasonably satisfactory to the Trustee (but this clause (4) shall not apply to Guarantors that were Guarantors prior to such transaction if, as a result of such transaction, the Company is the Successor Company); (5) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and Indenture; and (6) the Company shall have delivered to the Trustee an Opinion of Counsel stating to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such supplemental indenture (transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if any) is a legal and binding agreement enforceable against the Successor Companysuch transaction had not occurred; provided PROVIDED, HOWEVER, 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 (2) and clause (3) above; and will not be applicable (5A) to the extent any Company consolidating with, merging into, conveying, transferring or leasing all or part of its assets to the Company or a Guarantor or (B) to the Company merging with an Affiliate of the Person which is merged or consolidated Company solely for the purpose and with or into the Issuer are assets sole effect of reincorporating the type which would constitute Collateral under Company in another jurisdiction within the Security Documents, the Issuer 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 United States of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) America. The Successor Company will (if not the Company) shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (predecessor Company, except in the case of a lease), shall be released from the obligation to pay the principal of and interest on the Notes. (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (eb) The foregoing provisions (other than the requirements of clause (a)(2)) Company shall not apply permit any Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease lease, in one transaction or a series of transactions, all or substantially all of its assets, in one or a series of related transactions, assets to any Person, Person unless: (1) (a) (i) except in the other Person is the Issuer or any Restricted Subsidiary that is case of a Guarantor that has been disposed of in its entirety to another Person (other than to the Company or becomes an Affiliate of the Company), whether through a Guarantor concurrently with merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with, and does comply with, its obligations under Section 4.10 in respect of such transactionsdisposition, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assumes assume, by a Supplemental Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of the Guarantor such Subsidiary, if any, under its Note GuaranteeGuaranty; and (2) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Supplemental Guaranty Agreement, if any, complies with this Indenture Indenture. (c) Notwithstanding clauses (a) and (b) of this Section 5.01, any Guarantor may consolidate with or merge with or into or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to the applicable Security Documents;Company.

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation 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 or any territory thereof and the Successor Company (if not the IssuerCompany) 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 Company under the NotesSecurities, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsRegistration Rights 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 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 transactiontransaction and any related financing, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction3.3; (4) each Subsidiary Guarantor (unless it is the Issuer other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (5) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture. 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 an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral Company. The predecessor company shall be released from its obligations under the Security Documents, the Issuer or this Indenture and 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and Company shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties Company and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resultingCompany may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, surviving or transferee Person expressly assumes all in the obligations case of a Restricted Subsidiary that merges into the Guarantor under its Note GuaranteeCompany, this Indenture and the applicable Security Documents;Company shall not be required to comply with the preceding clause (5).

Merger and Consolidation. (a) The Company shall will not, and will not permit any Restricted Subsidiary to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactions, transactions to any Person, unless; provided that: (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 United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause a Receivables Subsidiary) may (a)(2)1) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intowith, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, to (i) the Company or another Restricted Subsidiary so long as in any Personmerger or consolidation involving the Company, unlessthe Company shall be the surviving or continuing corporation or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, any Person so long as: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (athe “Successor Entity”), shall be a solvent corporation or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) if the Successor Entity is not the Company, (i) such Successor Entity shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement, each Supplement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), (ii) the Successor Entity shall have caused to be delivered to each holder of Notes an opinion of independent counsel reasonably acceptable to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (iii) each Subsidiary Guarantor, if any, shall have reaffirmed in writing its obligations under its Subsidiary Guaranty; and (3) immediately before and after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing. For the avoidance of doubt, no Receivables Subsidiary may merge with, or Dispose of any or all of its assets to, any other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactionsPerson, other than (i) Dispositions permitted under Section 10.6(3) or (ii) either (x) in connection with the Issuer or a Guarantor termination of any receivables facility when no Event of Default has occurred and is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;continuing.

Merger and Consolidation. (a) The Company Neither the Parent nor the Issuer shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetslease, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all of the properties and assets of it and its Subsidiaries (determined on a consolidated basis) to, any other Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person an entity organized or and existing under the laws of the jurisdiction of the Issuer or Cayman Islands, the United States of America, any State of the United States thereof or the District of Columbia (provided that if such entity is not a corporation, a co-obligor of the Notes is a corporation), the Successor Company (if not the Parent or any territory thereof the Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, all the obligations of the Parent or the Issuer, as applicable, under the Notes and this Indenture and shall assume by written agreement all of the obligations of the Parent or the Issuer, as applicable, under the Security Documents, and the Successor Company (if not the Parent or the Issuer) will expressly assume all shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the obligations Lien on the Collateral pledged by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures relevant states or other documents and instrumentsjurisdictions; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which 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 Incurred by the applicable such 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, the Successor Company would have a Consolidated Coverage Ratio that is either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or 2.00:1.00 or (b) greater than or equal to the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was calculated immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: STEPAN COMPANY NOTE PURCHASE AGREEMENT (1) any Restricted Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; and (2) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel, to the Issuereffect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentsexist. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall not Neither the Parent Guarantor nor the Issuer will consolidate with or merge with or intointo or wind up into (whether or not it is the surviving Person), or convey, transfer or lease all or substantially all its assets, assets in one transaction or a series of more related transactionstransactions to, 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, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the Parent Guarantor or the Issuer, as the case may be) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Parent Guarantor or the Issuer, as the case may be, under this Indenture, the Notes, this Indenture and Securities or the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsParent Guarantee as applicable; (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 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) either (A) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bB) immediately after giving effect to such transaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Parent Guarantor is equal to or greater than it was the Consolidated Coverage Ratio of the Parent Guarantor immediately prior to giving effect to before such transaction; (4) if the Issuer is not the Successor Company in any of the transactions referred to above that involve the Issuer, each Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Securities and that its Guarantee shall continue to be in effect; and (5) the Parent Guarantor or the Issuer, as the case may be, shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture Indenture. 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 an Opinion assets of Counsel stating that one or more Subsidiaries of the Parent Guarantor, which properties and assets, if held by the Parent Guarantor instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Parent Guarantor on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture; and its predecessor, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leaselease of all or substantially all its assets, will be released from all obligations under this Indenture, the Securities or the Parent Guarantee as applicable. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (ix) the Issuer any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer Parent Guarantor and the Parent Guarantor may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (y) the Issuer or Parent Guarantor may merge with an Affiliate incorporated solely for the purpose of reorganizing the Parent Guarantor in another jurisdiction; and provided further that, in the case of a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine that consolidates with, merge merges into or transfer transfers all or part of its properties and assets to any other Restricted Subsidiary and (v) the Parent Guarantor, the Issuer will not be required to comply with the preceding clause (5). (b) In addition, the Parent Guarantor will not permit any Subsidiary Guarantor to consolidate with or merge with or into, and its Restricted Subsidiaries may complete will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Permitted Intercompany ActivitiesSubsidiary Guarantor to, Permitted Tax Restructuring any Person (other than the Parent Guarantor or related transactions; provided, that the entity that is surviving or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Subsidiary Guarantee; and (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default shall have occurred and be continuing; or (2) the Guarantor under its Note Guarantee, transaction is made in compliance with this Indenture Section 4.1(b) and the applicable Security Documents;conditions described in Section 10.2 and (3) the Parent Guarantor will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture.

Merger and Consolidation. (a) The Company shall Obligors will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (1) any Restricted Subsidiary of an Obligor may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) an Obligor or a Restricted Subsidiary so long as in any merger or consolidation involving an Obligor, such Obligor shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Restricted Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.5; and (2) the foregoing restriction does not apply to the consolidation or merger of any PersonObligor with, unlessor the conveyance, transfer or lease of substantially all of the assets of any Obligor in a single transaction or series of transactions to, any Person so long as: (1a) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of an Obligor as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity 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 thereof or the District of Columbia or any territory thereof Columbia; (b) if such Obligor is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (and each Supplement thereto) and the Notes (pursuant to such assumption agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Company Corporation shall have caused to be delivered to each holder of Notes (if not A) an opinion of nationally recognized independent counsel, to the Issuereffect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) will expressly assume all an acknowledgment from each Subsidiary Guarantor that the obligations of the Issuer under the Notes, this Indenture Subsidiary Guaranty continues in full force and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments;effect; and (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 would exist. No such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or conveyconveyance, transfer or lease all or of substantially all of its assets, in one or a series the assets of related transactions, to any Person, unless: (1) (a) (i) Obligor shall have the other Person is the Issuer effect of releasing any Obligor or any Restricted Subsidiary that is a Guarantor successor entity from its liability under this Agreement or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;Notes.

Merger and Consolidation. (a) The Company shall not No Borrower will consolidate with with, or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation, partnership, trust or limited liability company organized or and existing under the laws of an Approved Jurisdiction and the jurisdiction Successor Company (if not such Borrower) will expressly assume, by executing and delivering an joinder agreement in the form contemplated by Section 10.21(c) (Additional Parties) of this Agreement, to the Administrative Agent, in form satisfactory to the Administrative Agent, all the obligations of such Borrower under the Loan Documents to which it is a party, provided that, in the case of the Issuer Original Co-Borrower, it shall remain, or the United States of AmericaSuccessor Company shall be, any State in all cases organized and existing under the laws of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsColumbia; (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 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) either (A) immediately after giving pro forma effect to such transaction, either (a) the applicable Company, any Permitted Affiliate Parent and the Restricted Subsidiaries, or such Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a)(1) hereof or (bB) the Consolidated Total Net Leverage Ratio of the Issuer Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries (including such Successor Company) or such Successor Company would not be higher no greater than it was that of the Company and any Permitted Affiliate Parent immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor CompanyAgreement; provided that in giving an Opinion of Counselsuch opinion, such counsel may rely on an Officer’s Certificate as to compliance with Section 5.01(a)(2) and Section 5.01(a)(3) above and as to any matters of fact, including as to satisfaction of clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions No Loan Party (other than the requirements of clause (a)(2)a Borrower) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b)will consolidate with, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets to, any Person, other than another Loan Party (other than in one connection with a transaction that does not constitute an Asset Disposition or a series of related transactions, to any Persontransaction that is permitted by Section 4.10), unless: (1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (a2) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;either:

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetslease, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to, any Person, unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR COMPANY") will shall 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 United States thereof or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (2) immediately after giving PRO FORMA effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of 69 such transaction as having been incurred Incurred by the applicable such 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 PRO FORMA effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction4.03(a)(1); (4) (other than Guarantors that were Guarantors prior to such transaction and continue to be Guarantors after such transaction, and upon consummation of such transaction, the Issuer Company is the Successor Company), each Person that is required pursuant to the terms of this Indenture to be a Guarantor shall have become a Guarantor pursuant to a Supplemental Guaranty Agreement or shall have confirmed its Guaranty pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; and (5) the Company and each appropriate Guarantor shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating Indenture; PROVIDED, HOWEVER, that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and clause (3) above; and will not be applicable to (5A) Parent or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or part of its assets to the extent any assets Company or (B) the Company merging with an Affiliate of the Person which is merged or consolidated Company solely for the purpose and with or into the Issuer are assets sole effect of reincorporating the type which would constitute Collateral under Company in another jurisdiction within the Security Documents, the Issuer 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 United States of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) America. The Successor Company will (if not the Company) shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer Company under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (predecessor Company, except in the case of a lease), shall be released from the obligation to pay the principal of and interest on the Securities. (db) Notwithstanding any other provisions of this Section 4.1Parent shall not, (i) and the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties Company and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) Parent shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b)permit any Guarantor to, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease lease, in one 70 transaction or a series of transactions, all or substantially all of its assets, in one or a series of related transactions, assets to any Person, Person unless: (1) (a) (i) other than in the other Person is the Issuer or any Restricted Subsidiary that is case of a Guarantor or becomes a Guarantor concurrently with such transactions, or (iiother than Parent) either that has been disposed of in its entirety to another Person (x) the Issuer other than to Parent or a Guarantor is Subsidiary of Parent), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the continuing Person or (y) Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with, and does comply with, its obligations under Section 4.07 in respect of such disposition), the resulting, surviving or transferee Person (if not the Company or a Person that was a Guarantor immediately prior to such transaction) shall expressly assumes assume, by a Supplemental Guaranty Agreement, all the obligations of the such Guarantor under its Note GuaranteeGuaranty; (2) immediately after giving effect to such transaction or transactions on a PRO FORMA basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such Supplemental Guaranty Agreement, if any, complies with this Indenture and the applicable Security Documents;Indenture.

Merger and Consolidation. (a) The Company Guarantor shall not consolidate with or merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all its assetsproperties and assets to, any Person, whether in one a single transaction or a series of related transactions, to any Person, unless: (1i) the Issuer Guarantor is the surviving Person in such merger or the resulting, surviving or transferee Person (the “Successor CompanyGuarantor”) will shall be a Person corporation 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 thereof or the District of Columbia or any territory thereof Columbia, and the Successor Company Guarantor (if not the IssuerGuarantor) will shall expressly assume assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Issuer Guarantor under the Notes, Guarantee of the Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (2ii) immediately after giving effect to such transaction no Default under Section 6.01(1) or (and treating any Indebtedness that becomes an obligation of the applicable Successor Company 2) 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 with respect to any Series guaranteed by the Guarantor shall have occurred and be continuing;; and (3) immediately after giving pro forma effect to such transaction, either (aiii) the applicable Successor Company Guarantor or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer Guarantor, as applicable, shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion Indenture. In the event of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the assumption by the Successor Company; provided that in giving an Opinion Guarantor of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor as provided above as a result of a merger or consolidation, such Successor Guarantor shall succeed to and be substituted for the Guarantor hereunder and under its Note Guaranteethe Securities and the Guarantee and all such obligations of the Guarantor shall terminate; provided, however, that no sale, conveyance, transfer, lease or disposition shall have the effect of releasing the Person named as the “Guarantor” in the first paragraph of this Indenture or any successor Person which shall theretofore have become such in the manner prescribed in this Article from its liability as guarantor under the Guarantee. A Successor Guarantor may cause to be signed any or all of the Guarantees to be endorsed upon all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the applicable Security Documents;Trustee. All the Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation 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 or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply or unless the Company is the Successor Company) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such transaction, either (a) Successor Company’s obligations in respect of this Indenture and the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction;Notes; and (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture indentures (if any) comply with this Indenture Indenture. For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such supplemental indenture (if any) is a legal Subsidiaries, would constitute all or substantially all of the properties and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral Company. The predecessor Company will be released from its obligations under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a lease)lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes. (da) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b)Trustee, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the such Subsidiary Guarantor under its Note Guarantee; (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures comply with this Indenture Indenture; or (2) the transaction results in the release of such Subsidiary Guarantor’s Note Guarantee pursuant to Section 11.05 hereof and otherwise does not violate the applicable Security Documents;provisions of this Indenture. Notwithstanding the foregoing, (v) the Company may effect a reorganization described in the proviso to the definition of “Change of Control,” (w) any Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor, (x) any Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary that is not a Subsidiary Guarantor, (y) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction and (z) the Company may consolidate with, merge with or into or transfer all or part of its properties and assets to a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, 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 existing under the laws of the jurisdiction of the Issuer Company or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer Company would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) either (i) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer Company and its Restricted Subsidiaries would not be higher lower, or (ii) the Consolidated Corporate Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be higher, in each case, than it was immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer 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)Indenture. (dc) Notwithstanding any other provisions provision of this Section 4.1, (i) the Issuer Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer Company may consolidate or otherwise combine with or merge into an Affiliate organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer Company and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereofRestructuring. (ed) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (fe) Subject to Section 10.2(b10.2(b)(1), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, the transaction; or (ii) either (x) the Issuer 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 its Note Guarantee, Guarantee and this Indenture and the applicable Security Documents;Indenture; and

Merger and Consolidation. (a) The Company shall not Neither the Parent Guarantor nor the Issuer will consolidate with or merge with or intointo or wind up into (whether or not it is the surviving Person), or conveysell, transfer lease, transfer, convey or lease otherwise dispose of all or substantially all its assets, assets in one transaction or a series of more related transactionstransactions to, 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, partnership, trust or limited liability company 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 or any territory thereof and the Successor Company (if not the Parent Guarantor or the Issuer, as the case may be) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer Parent Guarantor or the Issuer, as the case may be, under this Indenture, the Notes, this Indenture and Securities or the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsParent Guarantee as applicable; (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 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 transactiontransaction on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period, either (aA) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bB) the Consolidated Total Leverage Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher Parent Guarantor is equal to or greater than it was the Consolidated Coverage Ratio of the Parent Guarantor immediately prior to giving effect to before such transaction; (4) if the Issuer is not the Successor Company in any of the transactions referred to above that involve the Issuer, each Guarantor (unless it is the other party to the transactions, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Guarantee shall apply to the Successor Company’s obligations in respect of this Indenture and the Securities and that its Guarantee shall continue to be in effect; and (5) the Parent Guarantor or the Issuer, as the case may be, shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer transaction and such supplemental indenture (if any) comply with this Indenture and an Opinion Indenture. For purposes of Counsel stating that this Section 4.1, the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of one or more Subsidiaries of the Parent Guarantor, which assets, if held by the Parent Guarantor instead of such supplemental indenture (if any) is a legal and binding agreement enforceable against Subsidiaries, would constitute all or substantially all of the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged Parent Guarantor on a consolidated basis, shall be deemed to be the disposition of all or consolidated with or into substantially all of the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture; and its predecessor, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leaselease of all or substantially all its assets, will be released from all obligations under this Indenture, the Securities or the Parent Guarantee as applicable. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties and assets to to, the Issuer or a Parent Guarantor, (iv) any Restricted Subsidiary and the Parent Guarantor may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its properties assets to, a Subsidiary Guarantor and assets to any other (y) the Parent Guarantor may merge with or into an Affiliate incorporated solely for the purpose of reorganizing the Parent Guarantor in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary and (v) that consolidates with, merges into, winds up into or disposes of all or part of its assets to, the Parent Guarantor, the Issuer will not be required to comply with the preceding clause (5). (b) In addition, the Parent Guarantor will not permit any Subsidiary Guarantor to consolidate with, merge with or into or wind up into, and its Restricted Subsidiaries may complete will not permit the disposition of all or substantially all of the assets of any Permitted Intercompany ActivitiesSubsidiary Guarantor to, Permitted Tax Restructuring any Person (other than the Parent Guarantor or related transactions; provided, that the entity that is surviving or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee entity Person will be an entity a corporation, partnership, trust or limited liability company 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 or any territory thereof. and such Person (eif not such Subsidiary Guarantor) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary as a Restricted Subsidiary. Guarantor under its Subsidiary Guarantee; and (fb) Subject immediately after giving effect to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all such transaction (and treating any Indebtedness that becomes an obligation of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the obligations time of such transaction), no Default shall have occurred and be continuing; or (2) the transaction results in the release of the Subsidiary Guarantor from its obligations under its Note Guarantee, this Indenture and its Subsidiary Guarantee after and upon compliance with the applicable Security Documents;provisions of Section 10.2 and (3) the Parent Guarantor will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction such supplemental indenture (if any) comply with this Indenture.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 of the United States thereof or the District of Columbia Columbia, Canada, Switzerland, the United Kingdom, any member of the European Union, or any territory thereof state, province or division of any of the foregoing countries and the Successor Company (if not the IssuerCompany) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustees, all the obligations of the Issuer Company under the NotesNotes and this Indenture; provided that if such Successor Company is not a corporation, this Indenture and a co-obligor of the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsNotes that is a Restricted Subsidiary is a corporation organized 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 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 (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer Company and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee Trustees an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations Company under the Notes and this Indenture (except but in the case of a lease). (d) Notwithstanding any other provisions lease of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the predecessor company will not be released from its obligations of the Guarantor under its Note Guarantee, this Indenture and or the applicable Security Documents;Notes.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, in one transaction or a series of related transactions, to any Person, unless: (1i) 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 United States or the District of Columbia or any 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, Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the applicable Security Documents pursuant to supplemental indentures Notes is a corporation organized or other documents and instrumentsexisting 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 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; (3iii) immediately after giving pro forma effect to such transaction, (x) either (ai) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bii) the Consolidated Total Leverage Non-Funding Debt to Equity Ratio of the Issuer Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction;transaction and (y) the Company would have been in compliance with Section 3.3 as of the last day of the most recent fiscal quarter for which financial statements of the Company are available; and (4iv) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2Section 4.1(a)(2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents). (b) [Reserved]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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but in the case of a lease). (d) Notwithstanding any other provisions lease of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the predecessor company will not be released from its obligations of the Guarantor under its Note Guarantee, this Indenture and or the applicable Security Documents;Notes.

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or intoconvey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided that: (a) any Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or a Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.6; and (b) the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person, unlessPerson so long as: (1) the Issuer is the surviving Person successor formed by such consolidation or the resultingsurvivor of such merger or the Person that acquires by conveyance, surviving transfer or transferee Person lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor CompanyCorporation”) will ), shall be a Person solvent entity organized or and existing under the laws of the jurisdiction of the Issuer or the United States of AmericaStates, any State of the United States thereof or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsColumbia; (2) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the Successor Corporation shall have caused to be delivered to each holder of Notes (A) an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; and (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company no Default 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentsexist. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or intointo or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, convey, transfer transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, convey, transfer, lease or otherwise dispose of) all or substantially all of its properties and assets, in one transaction or a series of more related transactions, to any Person, Person unless: (1) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor CompanyIssuer”) will be is a Person (other than an individual) organized or and validly 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 or any territory thereof and a Permitted Jurisdiction; (2) the Successor Company Issuer (if not other than the Issuer) will expressly assume assumes all of the obligations of the Issuer under the Notes, Notes and this Indenture and (including the applicable Security Documents obligation to pay Additional Amounts, if any) pursuant to a supplemental indentures indenture or other documents and instrumentsor instruments in form reasonably satisfactory to the Trustee; (23) 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; (34) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, either as if such transactions had occurred at the beginning of the applicable four quarter period: (aA) the applicable Successor Company or the Issuer would be able to incur Incur at least an U.S.$1.00 of additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or 4.1(d)(i); or (bB) the Consolidated Total Net Leverage Ratio of for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would not be lower than such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to such transaction and (ii) the Interest Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would not be higher than it was such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to giving effect to such transaction; (45) each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of Section 4.3(b) shall have by supplemental indenture confirmed that its Note Guarantee (including the obligation to pay Additional Amounts, if any) shall apply to such Successor Issuer’s obligations under this Indenture and the Notes; and (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, winding up, sale, assignment, conveyance, transfer, lease, or disposition, and such supplemental indenture, if any, comply with this Indenture. (b) Notwithstanding clauses (4) and (5) of Section 4.3(a): (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Issuer so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Issuer; provided that, in the case of a Restricted Subsidiary that merges into the Issuer, the Issuer will not be required to comply with Section 4.3(a)(6); and (2) any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor. (c) The Issuer will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Issuer or another Guarantor) unless: (1) if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction; (2) the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and its Note Guarantee (including the obligation to pay Additional Amounts, if any) pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition 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 Successor 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 clauses (2) and (3) above; andIndenture. (5d) Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to a Guarantor or the extent any Issuer or merge with a Restricted Subsidiary of the Issuer solely for the purpose of reincorporating the Guarantor in the jurisdiction of such Guarantor, or a Permitted Jurisdiction, so long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby, and the resulting entity remains or becomes a Guarantor. (e) For purposes of this Section 4.3, the sale, assignment, conveyance, transfer, lease 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 Person which is merged Issuer on a consolidated basis, will be deemed to be the disposition of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral under Issuer. (f) Upon any consolidation, merger, wind up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Security Documentsassets of the Issuer or a Guarantor in accordance with this Section 4.3, the Issuer or and a Guarantor, as the case may be, will be released from its obligations under this Indenture, the Notes and its Note Guarantee, as the case may be, and the Successor CompanyIssuer and the Successor Guarantor, as applicablethe case may be, 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or a Guarantor, as the case may be, under this Indenture, the Notes and this Indenturesuch Note Guarantee; provided that, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions lease of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the will not be released from its obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;.

Merger and Consolidation. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, consolidate with or merge with or into, any other Person or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactions, transactions to any Person, unless; provided that: (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 United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv1) 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intowith, or convey, transfer or lease all or substantially all of its assets, assets in one a single transaction or a series of related transactionstransactions to, (i) the Company or another Restricted Subsidiary so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity (or the Company has complied with the requirements of Section 10.6(b)) or (ii) any other Person so long as the surviving or continuing entity is a Restricted Subsidiary or (2) Dispose of its assets in compliance with the provisions of Section 10.5; and (b) the Company may consolidate or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless; provided that: (1) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (athe “Successor Entity”), shall be a solvent entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (2) if the Successor Entity is not the Company, (i) such Successor Entity shall have executed and delivered to each holder of Notes its assumption of the other Person is due and punctual performance and observance of each covenant and condition of this Agreement, each Supplement and the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with Notes (pursuant to such transactionsagreements and instruments as shall be reasonably satisfactory to the Required Holders), or (ii) either the Successor Entity shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, to the effect that all agreements or instruments effecting such assumption comply with the terms hereof and are enforceable in accordance with their terms except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (xiii) the Issuer or a Guarantor is the continuing Person or (y) the resultingeach Subsidiary Guarantor, surviving or transferee Person expressly assumes all the if any, shall have reaffirmed in writing its obligations of the Guarantor under its Note Guarantee, this Indenture Subsidiary Guaranty; and (3) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and the applicable Security Documents;be continuing.

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 corporation or limited liability company organized or formed, as the case may be, 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 or any territory thereof and the Successor Company (if not the IssuerCompany) 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 Company under the Notes, Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction3.3(a); (4) unless the Issuer Company is the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) and Section 11.2 shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations in respect of this Indenture and the Securities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (5) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture. 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 an Opinion assets of Counsel stating that one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such supplemental indenture Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The predecessor Company (if any) is a legal and binding agreement enforceable against not the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral will be released from its obligations under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or and the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but, in the case of a leaselease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. Notwithstanding the preceding clause (3). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties Company and assets to any other Restricted Subsidiary and (v) the Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resultingCompany may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, surviving or transferee Person expressly assumes all in the obligations case of a Restricted Subsidiary that merges into the Guarantor under its Note GuaranteeCompany, this Indenture and the applicable Security Documents;Company will not be required to comply with the preceding clause (5).

Merger and Consolidation. (a) The Company shall not consolidate with or merge with or into, into any other corporation or convey, transfer or lease all or substantially all of its assets, in one transaction or a series of related transactions, properties and assets as an entirety to any Person, Person unless: (1a) either the Issuer is Company shall be the surviving Person continuing Person, or the resulting, surviving or transferee Person (if other than the “Company) formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company as an entirety are transferred (the "Successor Company”) will Corporation"), shall be a Person corporation organized or and existing under the laws of the jurisdiction of the Issuer or the United States of America, or any State of the United States thereof or the District of Columbia or any territory thereof and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Successor Company (if not Trustee, in form and substance reasonably satisfactory to the Issuer) will expressly assume Trustee, all the obligations of the Issuer Company under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsSecurities; (2b) immediately before and immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Corporation or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been incurred Incurred by the applicable such Successor Company Corporation or such Restricted 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 (ac) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered delivered, or caused to be delivered, to the Trustee an Officer’s Officers' Certificate and and, as to legal issues, an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Article and an Opinion of Counsel stating that all conditions precedent herein provided for relating to such supplemental indenture (if any) is a legal transaction and binding agreement enforceable against have been complied with; Notwithstanding the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. foregoing paragraph (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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, (iiiX) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer Company or a Guarantor, (iv) any Restricted Wholly Owned Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary Wholly Owned Subsidiaries and (vY) the Issuer Combination may be effected, and its Restricted Subsidiaries may complete any Permitted Intercompany Activitiesno violation of this Section shall be deemed to have occurred as a consequence thereof, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than as long as in each case the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) paragraphs (a) and (ic) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;are satisfied in connection therewith."

Merger and Consolidation. (a) The In the event that Company shall not consolidate with be a party to any transaction, including without limitation any (i) recapitalization or merge with or intoreclassification of the Common Stock (other than a change in par value, or conveyfrom par value to no par value, transfer or lease all from no par value to par value, or substantially all its assets, 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 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 or any territory thereof and the Successor Company (if not the Issuer) will expressly assume all the obligations of the Issuer under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 a subdivision 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 (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio combination of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a leaseCommon Stock). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate any consolidation of Company with, or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile merger of the IssuerCompany into, reincorporating any other Person, any merger of another Person into the Issuer Company (other than a merger which does not result in another jurisdictiona reclassification, conversion, exchange or changing the legal form cancellation of outstanding shares of Common Stock of the IssuerCompany), (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into sale or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsthe assets of the Company or (iv) any compulsory share exchange, in one pursuant to which the Common Stock is converted into the right to receive other securities, cash or a series other property, then lawful provision shall be made as part of related transactionsthe terms of such transaction whereby the Holder of this Warrant shall have the right thereafter, to any Personexercise this Warrant for the kind and amount of securities, unless: (1) (a) (i) the cash and other Person is the Issuer property receivable upon such recapitalization, reclassification, consolidation, merger, sale, transfer or any Restricted Subsidiary that is share exchange by a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations holder of the Guarantor under number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange. Company or the person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires Company's shares, as the case may be, shall make provisions in its Note Guaranteecertificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Indenture and the applicable Security Documents;Article 3. The above provisions shall similarly apply to successive recapitalization, reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Merger and Consolidation. (a) The Neither the Company shall not nor the Issuer will consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assetsassets to, 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 AmericaStates, any State of the United States or the District of Columbia or, in the case of the Issuer, Jersey or any territory thereof Guernsey, Channel Islands, the British Virgin Islands or the Cayman Islands, and the Successor Company (if not the Company or the Issuer, as applicable) will expressly assume assume, via a supplemental indenture, all the obligations of the Issuer Company or the Issuer, as applicable, under the Notes, Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the applicable Security Documents pursuant to supplemental indentures Notes is a corporation organized or other documents and instrumentsexisting 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 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 (a) in the case of the Company (or, if applicable, the Successor Company thereto), the Fixed Charge Coverage Ratio for the applicable Successor Company or the Issuer would be able to incur is at least an additional $2.00 to 1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries Company (or, if applicable, the Successor Company thereto) would not be higher lower than it was immediately prior to giving effect to such transaction; (4) each applicable Subsidiary Guarantor (other than (a) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (b) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and (5) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is have been duly authorized, executed and delivered and are a legal legal, valid and binding agreement enforceable against the applicable Successor Company; Company (in each case, in form satisfactory to the Trustee), 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 (2) and (3) above; and. (5b) to For purposes of this Section 4.1, the extent any sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of the Person which is merged one or consolidated with or into the Issuer are assets more Subsidiaries of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, will take such actionwhich properties and assets, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required held by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed toinstead of such Subsidiaries, and be substituted for, and may exercise every right and power of, the Issuer under the Notes and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease would constitute all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations properties and assets of the Guarantor under its Note GuaranteeCompany on a consolidated basis, this Indenture shall be deemed to be the transfer of all or substantially all of the properties and assets of the applicable Security Documents;Company.

Merger and Consolidation. (a) The Neither the Company shall not nor the Issuer will consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, 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 of the United States or the District of Columbia Columbia, Canada, Switzerland, the United Kingdom, any member of the European Union, or any territory thereof state, province or division of any of the foregoing countries and the Successor Company (if not the Company or the Issuer, as the case may be) will expressly assume assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer Company or the Issuer, as the case may be under the NotesNotes and this Indenture; provided that if such Successor Company is not a corporation, this Indenture and a co-obligor of the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsNotes that is a Restricted Subsidiary is a corporation organized 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 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 (a) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating to the effect 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 Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]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 Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except but in the case of a lease). (d) Notwithstanding any other provisions lease of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the predecessor company will not be released from its obligations of the Guarantor under its Note Guarantee, this Indenture and or the applicable Security Documents;Notes.

Merger and Consolidation. (a) The Company None of the Issuers shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsproperties and assets to, in one transaction any Person (other than a merger of a Restricted Subsidiary into an Issuer or another Restricted Subsidiary or a series merger of related transactionsone Issuer into another, a conveyance, transfer or lease by a Restricted Subsidiary to any Personan Issuer or another Restricted Subsidiary or a conveyance, transfer or lease by one Issuer to another), unless: (1a) the Issuer is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will shall be a Person corporation, limited liability company, partnership, trust or other entity 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 thereof or the District of Columbia or any territory thereof Columbia, and the Successor Company (if not the such Issuer) will shall expressly assume assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the such Issuer under the Notes, Securities and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (2b) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Company, any other Issuer or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction transaction, as having been incurred by the applicable Successor Company or such Issuer or Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3c) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger merger, conveyance, lease 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 Successor 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 clauses (2) and (3) aboveIndenture; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions of this Section 4.1, (i) the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;

Merger and Consolidation. (a) The Company shall Issuer will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assets, in one transaction or a series of more 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 of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the Issuer) will expressly assume assume, by supplemental indenture to this Indenture, executed and delivered to the Trustee and the Junior-Priority Collateral Agent, in form satisfactory to the Trustee and the Junior-Priority Collateral Agent, all the obligations of the Issuer under the Notes, this Indenture and the Notes Collateral Documents (and the applicable Security Documents pursuant Person shall cause such amendments, supplements and other instruments to supplemental indentures be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other documents similar statute or regulation of the relevant states or jurisdiction), and instrumentsif 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 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 (ai) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (bii) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be higher lower than it was immediately prior to giving effect to such transaction;; and (4) the Issuer or, if applicable, the Successor Company shall have delivered to the Trustee and the Junior-Priority Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with 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 CompanyCompany (in each case, in form satisfactory to the Trustee and the Junior-Priority 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 clauses (2Section 4.1(a)(2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents). (b) [Reserved]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 the 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 and Notes, this Indenture, Indenture and the Issuer Notes Collateral Documents, but in the case of a lease of all or substantially all its assets, the predecessor company will automatically and unconditionally not be released and discharged from its obligations under the Notes and Notes, this Indenture (except in and the case of a lease)Notes Collateral Documents. (d) Notwithstanding any other provisions of this Section 4.14.1(a)(2), (i3) and (4) (which do not apply to transactions referred to in this sentence), any Restricted Subsidiary of the Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantorthe Issuer. Notwithstanding Sections 4.1(a)(2) and (3) (which do not apply to the transactions referred to in this sentence), (ii) the Issuer may consolidate 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 or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary.No Guarantor may: (f1) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or intointo any Person, or or (2) sell, convey, transfer or lease dispose of, all or substantially all of its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into the Guarantor, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor (and the applicable Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or becomes a Guarantor concurrently transferred to such Person, together with such transactions, financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); or (ii) (A) either (x) the 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 Note Guarantee, this Indenture and the Notes Collateral Documents (and the applicable Security Documents;Person shall cause such amendments, supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Person, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdiction); and

Merger and Consolidation. (a) The Company shall Borrower will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one transaction or a series of related transactions, to any Person, unless: (1A) the Issuer Borrower 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 Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerBorrower) will expressly assume all the obligations of the Issuer Borrower under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsLoan Documents; (2B) 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; (3C) immediately after giving pro forma effect to such transaction, either (a) the applicable Successor Company or the Issuer would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof 7.03(a), or (b) the Consolidated Total Leverage Ratio of the Issuer Borrower and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; (4) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor 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 clauses (2) and (3) above; and (5D) to the extent any assets of the Person which is merged or consolidated with or into the Issuer Borrower are assets of the type which would constitute Collateral under the Security Collateral Documents, the Issuer Borrower 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 Collateral Documents in the manner and to the extent required in this Indenture Agreement or the applicable Security Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Collateral Documents; and (E) the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act reasonably requested by the Lenders. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer Borrower under the Notes and this IndentureAgreement, and the Issuer Borrower will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture Agreement (except in the case of a lease). (d) [Reserved]. (e) Notwithstanding any other provisions provision of this Section 4.17.04, (i) the Issuer Borrower may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Issuer Borrower may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerBorrower, reincorporating the Issuer Borrower in another jurisdiction, or changing the legal form of the IssuerBorrower, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer Borrower 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 Issuer Borrower and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or existing under the laws of the jurisdiction of the Issuer Borrower or the United States of America, any State of the United States or the District of Columbia or any territory thereof. (ef) The foregoing provisions (other than the requirements of clause (a)(2Section 7.04(a)(B)) shall not apply to the creation of a new Subsidiary as a Restricted SubsidiarySubsidiary of the Borrower. (fg) Subject to Section 10.2(b)certain limitations described herein governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless: (1i) (a) (iA) the other Person is the Issuer Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, ; or (ii) either (x) the Issuer Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note GuaranteeGuarantee of the Secured Obligations, this Indenture Agreement and the applicable Security Collateral Documents;; and

Merger and Consolidation. (a) The Company and each of the Issuers shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all Substantially All its assets, in one transaction or a series of related transactions, to any Person, unless: (1) the Company, the LLC Co-Issuer or the Corporate Co-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 Issuer or the United States of America, any State of the United States of America or the District of Columbia or any territory thereof and the Successor Company (if not the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable) will expressly assume all the obligations of the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, under the Notes, this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instruments; (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 (a) the applicable Successor Company or the Issuer Company would be able to incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof hereof, (b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (bc) the Consolidated Total Leverage Ratio of the Issuer Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction;; and (4) 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 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 Successor 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 clauses (2) and (3) above; and (5) to the extent any assets of the Person which that is merged the resulting, surviving or consolidated with transferee Person in any such consolidation, merger or into the Issuer transfer are assets of the type which would constitute Collateral under the Security Documents, the Issuer or the Successor Company, as applicable, 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, under the Notes and Notes, this Indenture, the applicable Security Documents and the First Lien Intercreditor Agreement, and the Company, the LLC Co-Issuer or the Corporate Co-Issuer, as applicable, will automatically and unconditionally be released and discharged from its obligations under the Notes Notes, this Indenture, the applicable Security Documents and this Indenture the First Lien Intercreditor Agreement (except in the case of (x) a leaselease or (y) a sale of less than all of its assets). (d) Notwithstanding any other provisions of this Section 4.1provision herein, (i) the Issuer Company and the Issuers may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Company, the LLC Co-Issuer or the Corporate Co-Issuer may consolidate or otherwise combine with or merge into an Affiliate organized or existing under the laws of the United States of America, any State of the United States of America or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of the Issuer, and reincorporating the Company, the LLC Co-Issuer or the Corporate Co-Issuer in another jurisdiction, or changing the legal form of the Company, the LLC Co-Issuer or the Corporate Co-Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer Company and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereofRestructuring. (e) The foregoing provisions (other than the requirements of clause (a)(2Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor (other than the Company) may consolidate with or merge with or into, or convey, transfer or lease all or substantially all Substantially All of its assets, in one or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Company, an Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, the transaction; or (ii) either (x) the Company, an Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;; and

Merger and Consolidation. (a) The Company shall will not consolidate with or merge or amalgamate with or into, or convey, transfer or lease all or substantially all its assets, in one transaction or a series of related transactions, assets to any Person, unless: (1) the Issuer is the surviving Person or the resulting, 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 United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume via a supplemental indenture all the obligations of the Issuer Company under the Notes, Notes and this Indenture and the applicable Security Documents pursuant to supplemental indentures or other documents and instrumentsIndenture; (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 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 transactiontransaction and the related financing transaction (including the use of proceeds therefrom), either (ai) the applicable Successor Company or the Issuer would be able to incur Incur at least an additional $1.00 of Indebtedness pursuant to Section SECTION 3.2(a) hereof or (bii) the Consolidated Total Leverage Ratio of the Issuer Parent Guarantor 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 an Officer’s Certificate and an Opinion of CounselCounsel (on which the Trustee may conclusively and exclusively rely), each stating that such consolidation, merger 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; Company (in each case, in form reasonably satisfactory to the Trustee), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact. For purposes of SECTION 4.1, including as to satisfaction the sale, lease, conveyance, assignment, transfer, or other disposition of clauses (2) all or substantially all of the properties and (3) above; and (5) to assets of one or more Subsidiaries of the extent any Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Person which is merged Company on a consolidated basis, shall be deemed to be the transfer of all or consolidated with or into substantially all of the Issuer are properties and assets of the type which would constitute Collateral under Company. Any reference to the Security Documentsmerger, amalgamation or consolidation of the Issuer Company or any other entity, or the Successor Companyconveyance, 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 transfer or lease of all or substantially all of the applicable Security Documents in assets of the manner Company or any other entity, shall include any such transaction by way of a plan of arrangement and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documentsany arrangement having a similar effect. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations Company under the Notes and this Indenture (except but in the case of a lease)lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes or this Indenture. (dc) Notwithstanding any other provisions of SECTIONS 4.1(a)(2), 4.1(a)(3) and 4.1(a)(4) (which do not apply to transactions referred to in this Section 4.1sentence), (ia) the Issuer Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (b) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge or amalgamate into or transfer all or part of its properties and assets to the Company, provided the Company is the Successor company in any such transaction, (c) 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 and (d) the Parent Guarantor and its Restricted Subsidiaries may complete any Permitted Tax Restructuring. Notwithstanding SECTIONS 4.1(a)(2) and 4.1(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. (d) 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 Company. (e) The Parent Guarantor may not (1) consolidate with or merge or amalgamate with or into any Person, or (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, or (3) permit any Person to merge or amalgamate with or into the Parent Guarantor, unless: (i) the Parent Guarantor is the continuing Person, (ii) the Issuer resulting, surviving or transferee Person expressly assumes all of the obligations of the Parent Guarantor under the Parent Guarantee, and (iii) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing. (f) Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence) (i) the 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 a Guarantor and (ii) any Restricted Subsidiary of the 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 Parent Guarantor. Notwithstanding SECTION 4.1(e) (which does not apply to transactions referred to in this sentence), the 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 Parent Guarantor, reincorporating the Parent Guarantor in another jurisdiction, or changing the legal form of the Parent Guarantor, provided, in each case, that any such transaction does not lessen or negatively alter the form and substance of the Guarantee of the Parent Guarantor or the obligations of the Parent Guarantor and the Company under this Indenture, the Notes and the Note Guarantees, as the case may be. (g) [Reserved]. (h) No Subsidiary Guarantor may (1) consolidate with or merge or amalgamate with or into any Person, or (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, or (3) permit any Person to merge or amalgamate with or into such Subsidiary Guarantor, unless (i) the other Person is the Parent Guarantor, the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (ii) (1) either (x) the Company or a Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Subsidiary Guarantee and this Indenture; and (2) immediately after giving effect to the transaction, no Default or Event of 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 Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) otherwise permitted by this Indenture. (i) Notwithstanding SECTION 4.1(h) (which does not apply to transactions referred to in this sentence), any Subsidiary Guarantor may (i) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the IssuerSubsidiary Guarantor, reincorporating the Issuer Subsidiary Guarantor in another jurisdiction, or changing the legal form of the IssuerSubsidiary Guarantor, which purpose is evidenced in a board resolution adopted by the Board of Directors of the Subsidiary Guarantor, and (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany ActivitiesTax Restructuring, subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring or related transactions; provided, that Restructuring.” Notwithstanding anything to the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. contrary in SECTION 4.1(h) (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall which does not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject transactions referred to Section 10.2(bin this sentence), no the Parent Guarantor may consolidate with contribute Capital Stock of any or merge with or into, or convey, transfer or lease all or substantially all of its assetsSubsidiaries to any Guarantor provided, in one each case, that, except as otherwise permitted under SECTION 10.2(b) or a series other provisions of related transactionsthis Indenture, to any Person, unless: (1) (a) (i) such transaction does not lessen or negatively alter the other Person is form and substance of the Issuer or any Restricted Guarantee of the Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all the obligations of the Subsidiary Guarantor under its Note Guarantee, this Indenture and the applicable Security Documents;Company under this Indenture, the Notes and the Note Guarantees, as the case may be.

Merger and Consolidation. (a) The Company shall will not consolidate with or merge with or into, into or convey, transfer or lease all or substantially all its assetsassets to, 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 of the United States or the District of Columbia or any territory thereof and the Successor Company (if not the IssuerCompany) will expressly assume assume, via a supplemental indenture, all the obligations of the Issuer Company under the Notes, Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor of the applicable Security Documents pursuant to supplemental indentures Notes is a corporation organized or other documents and instrumentsexisting 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 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 (a) the Fixed Charge Coverage Ratio for the applicable Successor Company or the Issuer would be able to incur is at least an additional $2.00 to 1.00 of Indebtedness pursuant to Section 3.2(a) hereof or (b) the Consolidated Total Leverage Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries Company (or, if applicable, the Successor Company thereto) would not be higher lower than it was immediately prior to giving effect to such transaction; (4) each applicable Subsidiary Guarantor (other than (a) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (b) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction); and (5) the Issuer Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) is have been duly authorized, executed and delivered and are a legal legal, valid and binding agreement enforceable against the applicable Successor Company; Company (in each case, in form satisfactory to the Trustee), 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 (2) and (3) above; and (5) to the extent any assets of the Person which is merged or consolidated with or into the Issuer are assets of the type which would constitute Collateral under the Security Documents, the Issuer 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 Documents in the manner and to the extent required in this Indenture or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Security Documents. (b) [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 and this Indenture, and the Issuer will automatically and unconditionally be released and discharged from its obligations under the Notes and this Indenture (except in the case of a lease). (d) Notwithstanding any other provisions For purposes of this Section 4.1, (i) the Issuer may consolidate or otherwise combine withsale, merge into or transfer all or part of its properties and assets to a Guarantorlease, (ii) the Issuer may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Issuerconveyance, reincorporating the Issuer in another jurisdictionassignment, transfer, or changing the legal form other disposition of the Issuer, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Issuer 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 Issuer and its Restricted Subsidiaries may complete any Permitted Intercompany Activities, Permitted Tax Restructuring or related transactions; provided, that the entity that is surviving or the resulting, surviving or transferee entity will be an entity organized or 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 or any territory thereof. (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (f) Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its the properties and assets of one or more Subsidiaries of the Company, which properties and assets, in one if held by the Company instead of such Subsidiaries, would constitute all or a series of related transactions, to any Person, unless: (1) (a) (i) the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with such transactions, or (ii) either (x) the Issuer or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes substantially all the obligations of the Guarantor under its Note Guaranteeproperties and assets of the Company on a consolidated basis, this Indenture shall be deemed to be the transfer of all or substantially all of the properties and assets of the applicable Security Documents;Company.