Common use of Merger and Consolidation Clause in Contracts

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be is a corporation 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 (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 Company) will expressly assumeassumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, the Security Documents, the Intercreditor Agreement and any other Note Document; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a7.22(a)(1), or (B) hereofimmediately 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, (b) the Fixed Charge Consolidated Coverage Ratio of the Company is equal to or greater than the Consolidated Coverage Ratio of the Company immediately before such transaction; (4) if the 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 8.01, 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 Restricted Subsidiaries would not be lower than it was Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement; (b) immediately prior to 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 Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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 of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee after and upon compliance with Section 13.04. (c) Notwithstanding the preceding clause (3) aboveof Section 8.01(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 8.01(a). (bd) The 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 8.01(a), the Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if such successor Person has been named as the Company under herein, and 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. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will not, and will not permit any Restricted Subsidiary to, merge or consolidate with or merge with or into, or conveysell, lease, transfer or lease otherwise dispose of all or substantially all of its assetsProperty to, in one transaction any other Person or a series of related transactionspermit any other Person to merge or consolidate with or into it (the Company, the Restricted Subsidiary or such other Person that is the surviving corporation or transferee being herein referred to any Personas the "Surviving Corporation"), unlessprovided that the foregoing restrictions shall not apply to: (1i) the resultingmerger or consolidation of the Company with or into, surviving or transferee Person the sale of all or substantially all of the Property of the Company to, another corporation, if: (A) the “Successor Company”) will be a corporation Surviving Corporation is solvent and is organized and existing under the laws of the United States of America, America or any State state thereof; (B) the due and punctual payment of the United States or the District principal of Columbia (provided that the Successor Company may be a limited liability company and Make-Whole Amount, if an entity organized as such a corporation is added as a co-issuer any, and interest on all of the Notes under this Indenture) Notes, according to their tenor, and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed due and delivered to the Trustee, punctual performance and observance of all the obligations of the Company under covenants in the Notes and this Indenture; (2) immediately after giving effect Agreement to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company be performed or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred observed by the applicable Successor Company Company, are expressly assumed or such Subsidiary at acknowledged by the time of such transaction)Surviving Corporation in a manner satisfactory to the Required Holders, no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, (b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not causes to be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to each holder of Notes an opinion of independent counsel, in form, scope and substance satisfactory to the Trustee an Officer’s Certificate and an Opinion of CounselRequired Holders, each to the effect that such consolidation, merger assumption or transfer and such supplemental indenture (if any) comply acknowledgment is enforceable in accordance with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Companyits terms; 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 (bC) The Successor Company will succeed immediately prior to, and be substituted forimmediately after the consummation of the transaction, and may exercise every right and power ofafter giving effect thereto, the Company under the Notes and this Indenture.no Default or Event of Default exists or would exist; (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any the merger or consolidation of a Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for into, or the purpose sale of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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, the Property of such Restricted Subsidiary to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orthe

Merger and Consolidation. (a) The Company will Parent. the Parent shall not consolidate or merge (fusion) with or merge with into (whether or intonot the Parent is the surviving corporation), or sell, assign, transfer, lease, convey, transfer demerge (scission) or lease otherwise dispose of all or substantially all of its assets, properties or assets in one transaction or a series of more related transactions, to any Personto, another Person unless: : (1) the resultingParent is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Parent) or to which such sale, surviving assignment, transfer, lease, conveyance, demerger or transferee Person (the “Successor Company”) will be other disposition shall have been made is a corporation organized and or existing under the laws of the United States of America, (or any State of the United States state thereof or the District of Columbia (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 Columbia), France or any other member state of the Notes under this IndentureEuropean Union (as constituted on the Issue Date); (2) and the Successor Company Person formed by or surviving any such consolidation or merger (if not other than the CompanyParent) will expressly assumeor the Person to which such sale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, lease, conveyance, demerger or other disposition shall have been made assumes all the obligations of the Company under the Notes and this Indenture; Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (23) immediately after giving effect to such transaction no Default or Event of Default exists; (and treating any Indebtedness that becomes an obligation 4) except in the case of a merger of the applicable Successor Company Parent with or into a Wholly Owned Restricted Subsidiary that is an Obligor, the Parent or the Person formed by or surviving any Subsidiary such consolidation or merger (if other than the Parent), or to which such sale, assignment, transfer, lease, conveyance, demerger or other disposition shall have been made, (i) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the applicable Successor Company as a result of such Parent immediately preceding the transaction as having been Incurred by the applicable Successor Company or such Subsidiary and (ii) shall, at the time of such transaction), no Event of Default shall have occurred transaction and be continuing; (3) immediately after giving pro forma effect to thereto as if such transaction, either (a) transaction had occurred at the beginning of the applicable Successor Company would four-quarter period, be able permitted to Incur incur at least an additional $1.00 of Indebtedness Junior Debt pursuant to Section 3.2(a) hereof, a Permitted Junior Debt Incurrence; and (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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (45) the Company shall have delivered deliver, or cause to be delivered, to the Trustee an Officer’s Certificate and an Opinion of CounselTrustee, each in form reasonably satisfactory to the effect Trustee, (i) an Officers’ Certificate stating that such consolidation, merger or transfer disposition and such any supplemental indenture (if any) in respect thereto comply with this provision and that all conditions precedent in this Indenture relating to such transaction or transactions have been complied with and (ii) an Opinion of Counsel to stating that 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 requirements of clauses (21) and (3) above. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 (3this Section 5.01(a) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orhave been satisfied;

Merger and Consolidation. (a) The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge be a party to a merger 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; provided, unlesshowever, that: (1) any Restricted Subsidiary may merge or consolidate with or into the resultingCompany or any Wholly-Owned Restricted Subsidiary, so long as in any merger or consolidation involving the Company, the Company shall be the surviving or transferee continuing Person; and (2) the Company may consolidate or merge with any other Person or convey, transfer or lease all or substantially all of its assets to another Person if (i) either (x) the “Successor Company shall be the surviving or continuing Person, or (y) if the surviving or continuing entity or the Person that acquires by conveyance, transfer or lease is other than the Company”, (A) will such entity shall be a solvent corporation or limited liability company organized and existing under the laws of the United States of America, or any State of the United States or state thereof (including the District of Columbia Columbia), (provided that the Successor Company may be a limited liability company if an B) such 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 Company) will expressly assumeassumes, by supplemental indenture, executed written agreement satisfactory in scope and delivered form to the TrusteeRequired Holders, all the obligations of the Company under the Notes and this Indenture; Agreement, and (2C) such entity shall cause to be delivered to each holder of Notes an opinion of national recognized independent counsel, or other independent counsel reasonably satisfactory 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 provisions of this Section 10.11 and otherwise satisfactory in scope and form to the Required Holders, and (ii) immediately before and immediately after giving effect to such transaction (and treating or each transaction in any Indebtedness that becomes an obligation such series 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)transactions, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) continuing and the applicable Successor Company would be able permitted to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company additional Priority Debt under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part limitation of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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 SubsidiarySection 10.4. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, conveysuch conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is assets of the Company or any Restricted Subsidiary shall have the effect of releasing the Company or any successor corporation or limited liability company that is a Guarantor shall theretofore have become such in the manner prescribed in this Section 10.11 from its liability under this Agreement or becomes a Guarantor concurrently with the transaction; orNotes.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets and its Subsidiaries’ assets (taken as a whole) to, in one transaction any Person (or a series of related transactions, to any Personanother Restricted Subsidiary), unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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) Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement; provided that in the case where the Successor Company is not a corporation, a co-obligor on the Notes and this Indentureis a corporation; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction or would be able to Incur at least an additional $1.00 of Indebtedness pursuant under Section 4.09(a) provided that this clause (3) will not be applicable to Section 3.2(a) hereof, (b) any merger with a Subsidiary solely for the Fixed Charge Coverage Ratio purpose and with the sole effect of reincorporating 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionin another jurisdiction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture and an and, in the case of the Opinion of Counsel to the effect Counsel, that such supplemental indenture (if any) is a legal and the valid, binding agreement obligation of the Successor Company, enforceable against the Successor Company; provided that Company 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. (b) accordance with its terms. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes Notes, this Indenture and this Indenturethe Registration Rights Agreement, and the predecessor Company (except in the case of a lease of all or substantially all its assets) will be released from the obligation to pay the principal of and interest on the Notes. (cb) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence)In addition, the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into into, or convey, transfer or lease all or substantially all of its assets to any Person; orPerson unless: (1) immediately after giving effect to such transaction (and, in the case of Section 5.01(b)(2) below, treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; oreither:

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, in one transaction any Person at any time after December 15, 2005. In addition to the restrictions imposed by the previous sentence, the Company shall not consolidate with or a series of related transactionsmerge with or into, to or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1i) there has not been an Event of Default at any time after December 15, 2005; (ii) the resulting, surviving or transferee Person (the “"Successor Company”") will shall be a corporation organized and existing under the laws of the United States of America, any State of the United States state thereof or the District of Columbia (provided that or the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer Republic of the Notes under this Indenture) Indonesia, and the Successor Company (if not the Company) will expressly shall expressly, assume, by an indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company Company, including the obligations under the Notes and this Indenture; , the Guarantee, the Collateral Agency Agreement and the Security Documents; (2iii) 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 Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; continuing (3or would result therefrom); (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), either (a) the applicable Successor Company would be able to Incur at least an additional $US$1.00 of Indebtedness pursuant to Section 3.2(a4.03(a); (v) hereof, (b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company or (c) 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), the Successor Company shall have Consolidated Net Worth in an amount which is not less than the Consolidated Total Leverage Ratio Net Worth of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4vi) the Successor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders 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 Indonesian Withholding Taxes and no Withholding Taxes of any other jurisdiction imposed on any payments made pursuant to the Notes or the Guarantee; and (vii) each of the Company and the Issuer shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each to the effect Counsel stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture, and this Indenture (including the Guarantee), the Collateral Agency Agreement, the Security Documents, and an Opinion the Notes remain and will be in full force and effect against all applicable parties and the Lien of Counsel the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security Documents) with respect to the effect that such supplemental indenture (if any) is a legal Collateral continues in full force 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. (b) effect. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power ofpower, of the Company under the Notes and this Indenture. (c) Notwithstanding , but the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the predecessor Company in another jurisdiction. (d) The foregoing provisions (other than the requirements case of clause (a)(2)) a lease shall not apply be released from the obligation to pay the creation principal of a new Subsidiary as a Restricted Subsidiaryand interest on the Securities. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company Issuer will not consolidate with or merge with or into, or assign, convey, transfer transfer, lease or lease otherwise dispose all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) (if not the Issuer) will be a corporation Person organized and existing under the laws of any member state of the European Union, as of the Combination Date or the date on which such Person becomes the Successor Company, Switzerland, Canada or the United States of America, any State of the United States or the District of Columbia (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 CompanyIssuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Issuer under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable two consecutive fiscal quarter period, either (a) the applicable Issuer or the Successor Company would be have been able to Incur at least an additional $1.00 of additional Indebtedness under pursuant to Section 3.2(a) hereof, 4.04(a); or (b) the Fixed Charge Coverage Consolidated Net Leverage 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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 CompanyCompany (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. (b) For purposes of this Section 5.03, 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 Company Issuer under this Indenture but in the Notes and case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes. (cd) Notwithstanding the preceding clauses (a)(22) and (a)(33) (which do not apply to transactions referred to in this sentence) and (4) of Section 5.03(a) (which does not apply to transactions referred to in this sentence in which the Issuer is the Successor Company), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iia) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and Issuer; (iiib) 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 SubsidiarySubsidiary or the Issuer and (c) the Issuer and the Restricted Subsidiaries may effect any Permitted Reorganization. Notwithstanding the preceding clauses (a)(2) and (a)(3Section 5.03(a)(3) (which do does not apply to the transactions referred to in this sentence), the Company 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 CompanyIssuer, reincorporating the Company Issuer in another jurisdiction, or changing the legal form of the Issuer. (de) The foregoing provisions Section 5.03(a) through Section 5.03(d) (other than the requirements of clause (a)(2Section 5.03(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company Neither Issuer 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of any member state of the European Union, the United States of America, any State of the United States or the District of Columbia (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 neither of the CompanyIssuers) will expressly assume, by supplemental indenture, amendment or other instrument executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company with respect to such Issuer would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, hereof 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger merger, conveyance, transfer or transfer lease is permitted under this Indenture and that such supplemental indenture indenture, amendment or other instrument (if any) comply complies with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture indenture, amendment or other instrument (if any) has been duly authorized, executed and delivered and is a legal legal, valid and binding agreement enforceable against the Successor CompanyCompany (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, including as to satisfaction of clauses (2) and (3) above. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the 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 Company applicable Issuer under this Indenture and the Notes and but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes (including with respect to amounts due to the Trustee in its own capacity, including indemnity obligations). (cd) Notwithstanding the preceding clauses Section 4.1(a)(2), (a)(2a)(3) and (a)(3a)(4) (which do not apply to transactions referred to in this sentence), (i) 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 a Guarantor, the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge 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. (de) 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 SubsidiarySubsidiary of the Company. (ef) No Guarantor may: (1) consolidate with or merge 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 with or into such the Guarantor, unless: (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and

Merger and Consolidation. (a) The Company Subject to Section 4.25 hereof, the Issuer will not consolidate with or merge with or into, or assign, convey, transfer transfer, lease or lease otherwise dispose all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) (if not the Issuer) will be a corporation Person organized and existing under the laws of any member state of the European Union, Switzerland, Canada, the State of Israel or the United States of America, any State of the United States or the District of Columbia (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 CompanyIssuer) will expressly assume, (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Issuer under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transactions had occurred at the beginning of applicable four-quarter period, either (a) the applicable Issuer or the Successor Company would be have been able to Incur at least an additional $1.00 of additional Indebtedness under pursuant to Section 3.2(a4.04(a) hereof, ; or (b) the Fixed Charge Coverage Consolidated Net Leverage 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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 CompanyCompany (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. (b) For purposes of this Section 5.03, 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 Company Issuer under this Indenture but in the Notes and case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes. (cd) Notwithstanding the preceding clauses (a)(2Section 5.03(a)(2) and (a)(3Section 5.03(a)(3) (which do not apply to transactions referred to in this sentence)) and Section 5.03(a)(4) (which does not apply to transactions referred to in this sentence in which the Issuer is the Successor Company) hereof, (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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 SubsidiarySubsidiary or the Issuer. Notwithstanding the preceding clauses (a)(2Section 5.03(a)(3) and (a)(3) hereof (which do does not apply to the transactions referred to in this sentence), the Company 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 CompanyIssuer, reincorporating the Company Issuer in another jurisdiction, or changing the legal form of the Issuer. (de) The foregoing provisions (other than the requirements of clause (a)(2Section 5.03(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell. Additionally, 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 the foregoing provisions shall not apply to merge with or into such Guarantor, unless (1) (i) the other Person is the Company Reorganization Transactions or any Restricted Subsidiary that is a Guarantor transactions or becomes a Guarantor concurrently with the transaction; oractions in connection therewith.

Merger and Consolidation. (a) The Company will may 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: (1) the resulting, Company is the continuing or surviving Person in the consolidation or transferee merger; or (2) the Person (if other than the “Successor Company”) will be formed by the consolidation or into which the Company is merged or to which all or substantially all of the Company’s properties and assets are transferred is a corporation corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States of AmericaStates, any State of the United States state thereof, or the District of Columbia (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) Columbia, and the Successor Company (if not the Company) will expressly assumeassumes, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company Company’s obligations under the Notes and this the Indenture;; and (23) immediately after giving effect to such the transaction (and treating the Incurrence or anticipated Incurrence of 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 to be Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction)in connection therewith, no Event of Default shall have occurred and be continuing;exists; and (34) immediately after giving effect to such transaction, either (a) the applicable Successor Company continuing or surviving Person would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a) hereof, (b) the Fixed Charge Coverage Ratio 3.02 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionthis First Supplemental Indenture; and (45) the Company each Subsidiary Guarantor shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations (if other than the Company) in respect of the Indenture and the Notes shall continue to be in effect; (6) an Officer’s Certificate is delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture the conditions set forth above have been satisfied and an Opinion of Counsel has been delivered to the Trustee to the effect that such supplemental indenture (the conditions set forth above have been satisfied. For purposes of the first paragraph of this Section 3.11, 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 any) is held by the Company instead of its Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a legal consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and binding agreement enforceable against assets of the Successor Company; provided that . The continuing, surviving or successor Person will succeed to and be substituted for the Company with the same effect as if it had been named in giving an Opinion the Indenture as a party thereof, and thereafter the predecessor Person will be relieved of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of all obligations and covenants under the Indenture and the Notes. Notwithstanding clauses (23) and (34) above. above and clause (b1)(b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence)below, (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor another Restricted Subsidiary and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than ; provided that, in the requirements case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with clause (a)(2)5) shall above. The Company may not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or Person (2other than another Subsidiary Guarantor) sell, conveyand may not permit the conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, to, the assets of any Person; or Subsidiary Guarantor (3other than another Subsidiary Guarantor) permit any Person to merge with or into such Guarantor, unless: (1) (ia) the Person formed by the consolidation or into which the Subsidiary Guarantor merged or to which all, or substantially all of the Subsidiary Guarantor’s properties and assets are transferred is a corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia and such Person is (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (b) immediately after the transaction and the Incurrence or anticipated Incurrence of any Indebtedness to be Incurred in connection therewith, no Event of Default exists; and (c) the Company or any Restricted Subsidiary will deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that the conditions set forth above have been satisfied; and (2) the transaction is a Guarantor or becomes a Guarantor concurrently made in compliance with the transaction; orSection 3.07 of this First Supplemental Indenture.

Merger and Consolidation. (a) The Company 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 Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this IndentureIndenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, (x) either (ai) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bii) the Fixed Charge Coverage Consolidated Non-Funding Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be lower greater than it was immediately prior to giving effect to such transaction or and (cy) the Consolidated Total Leverage Ratio 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 and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionare available; and (4iv) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the 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 Company under this Indenture but in the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, lease of all or substantially all its assets, in one transaction the predecessor company will not be released from its obligations under this Indenture or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orNotes.

Merger and Consolidation. (a) The Neither the Company nor the Issuer 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 Company or the Issuer, as applicable, is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (provided that Columbia, or, in the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer case of the Notes under this Indenture) Issuer, Jersey or Guernsey, Channel Islands, the British Virgin Islands or the Cayman Islands and the Successor Company (if not the CompanyCompany or the Issuer, as applicable) will expressly assume, by via a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company or the Issuer, as applicable, under the Notes and this IndentureIndenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Fixed Charge Coverage Ratio of the Company (or, if applicable, the Successor Company 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 Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries (or, if applicable, the Successor Company thereto) would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power ofFor purposes of this Section 4.1, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence)sale, (i) the Company may consolidate lease, conveyance, assignment, transfer, or otherwise combine with, merge into or transfer other disposition of all or part substantially all of its the properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate of one or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile more Subsidiaries of the Company, reincorporating which properties and assets, if held by the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements instead of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sellsuch Subsidiaries, convey, transfer or dispose of, would constitute 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 with or into such Guarantor, unless (1) (i) the other Person is properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with substantially all of the transaction; orproperties and assets of the Company.

Merger and Consolidation. (a) The Company Neither Issuer 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Companyan Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company such Issuer under the Notes and this IndentureIndenture and expressly assumes by joinder or otherwise all the obligations of such Issuer under the Registration Rights Agreement and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (b) the Fixed Charge Coverage Leverage 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the 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 Company under this Indenture but in the Notes and case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes. (cd) Notwithstanding the preceding clauses Section 4.1(a)(2), (a)(2a)(3) and (a)(3a)(4) (which do not apply to transactions referred to in this sentence), (i) 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 a Guarantor, the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge 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. (de) 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 SubsidiarySubsidiary of the Company. (ef) No Guarantor may: (1) consolidate with or merge 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, to any Person; or (3) permit any Person to merge with or into such the Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and all of the obligations of the Guarantor under the Registration Rights Agreement; and

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States States, jurisdiction thereof, or the District of Columbia (provided Columbia, Canada, United Kingdom, Switzerland or any other country that the Successor Company may be is a limited liability company if an entity organized as such a corporation is added as a co-issuer member of the Notes under this Indenture) European Union and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all the obligations of the Company under the Notes and this IndentureIndenture and if such Successor Company is not a corporation, a co‑obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, hereof or (b) the Fixed Charge Coverage Ratio of the Company and its the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (cd) Notwithstanding the preceding clauses (a)(2), (a)(3) and (a)(3a)(4) (which do not apply to transactions referred to in this sentence), (i) the Company any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantorthe Company, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor any other Restricted Subsidiary and (iii) the Company and any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to complete any other Restricted SubsidiaryPermitted Tax Restructuring. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge 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. (de) Notwithstanding the foregoing, the Transactions and any other transactions entered into in connection with and for purposes of effecting the Spin-Off shall not be subject to this Section 4.1. (f) The foregoing provisions (other than the requirements of clause (a)(2)) of this Section 4.1) shall not apply to the creation of a new Subsidiary as a Restricted SubsidiarySubsidiary or to the transfer of assets among the Company and its Subsidiaries. (eg) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (A) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and

Merger and Consolidation. (a) The Company will not consolidate with or merge with or intointo (whether or not the Company is the surviving corporation), or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its assets, properties or assets in one transaction or a series of more related transactions, to any Person, another Person unless: (1) the resultingCompany is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company, surviving or transferee Person (the “"Successor Company”") will be or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation Person organized and or existing under the laws of the United States of AmericaStates, any State of the United States state thereof or the District of Columbia Columbia; (provided that 2) the Successor Company may be a limited liability company if an entity organized as or the Person to which such a corporation is added as a co-issuer of the Notes under this Indenture) and the Successor Company (if not the Company) will expressly assumesale, by supplemental indentureassignment, executed and delivered to the Trusteetransfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under pursuant to a supplemental Indenture in a form reasonably satisfactory to the Notes and this IndentureTrustee; (23) immediately before and, on a pro forma basis, immediately after giving effect to such transaction no Default or Event of Default exists; (and treating 4) the Company or Person formed by or surviving any Indebtedness that becomes an obligation such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the applicable Successor Company or any Subsidiary of immediately preceding the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary and (B) will, at the time of such transaction), no Event of Default shall have occurred transaction and be continuing; (3) immediately after giving pro forma effect to thereto as if such transaction, either (a) transaction had occurred at the beginning of the applicable Successor Company would four-quarter period, be able permitted to Incur incur at least an additional $1.00 of additional Indebtedness pursuant to Section 3.2(a) hereof, (b) the Fixed Charge Coverage Ratio test set forth in Section 3.2; (5) each Subsidiary 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 Subsidiary Guarantee shall apply to such Person's obligations in respect of this Indenture and the Company Securities and its Restricted Subsidiaries would not obligations under the Registration Rights Agreement shall continue to be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionin effect; and (46) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate that items (1) to (5) have been satisfied and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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 opinion as to any matters certain legal matters. For purposes of factthis Section 4.1, including as 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 satisfaction be the transfer of clauses (2) all or substantially all of the properties and (3) above. (b) assets of the Company. The Successor Company will succeed to, and be substituted forfor (with a release of the predecessor Company), and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding , but, in the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, lease of all or substantially all its assets, in one transaction or a series the predecessor Company will not be released from the obligation to pay the principal of related transactionsand interest on the Securities. Notwithstanding the preceding clause (4), to, any Person; or (3x) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary may consolidate with, or merge into, the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently merges into the Company, the Company will not be required to comply with the transaction; orpreceding clause (6).

Merger and Consolidation. (a) The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge be a party to a merger 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; provided, unlesshowever, that: (1) any Restricted Subsidiary may merge or consolidate with or into the resultingCompany or any Wholly-Owned Restricted Subsidiary, so long as in any merger or consolidation involving the Company, the Company shall be the surviving or transferee continuing Person; and (2) the Company may consolidate or merge with any other Person or convey, transfer or lease all or substantially all of its assets to another Person if (i) either (x) the “Successor Company shall be the surviving or continuing Person, or (y) if the surviving or continuing entity or the Person that acquires by conveyance, transfer or lease is other than the Company”, (A) will such entity shall be a solvent corporation or limited liability company organized and existing under the laws of the United States of America, or any State of the United States or state thereof (including the District of Columbia Columbia), (provided that the Successor Company may be a limited liability company if an B) such 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 Company) will expressly assumeassumes, by supplemental indenture, executed written agreement satisfactory in scope and delivered form to the TrusteeRequired Holders, all the obligations of the Company under the Notes and this Indenture; Agreement, and (2C) such entity shall cause to be delivered to each holder of Notes an opinion of national recognized independent counsel, or other independent counsel reasonably satisfactory 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 provisions of this Section 10.7 and otherwise satisfactory in scope and form to the Required Holders, and (ii) immediately before and immediately after giving effect to such transaction (and treating or each transaction in any Indebtedness that becomes an obligation such series 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)transactions, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) continuing and the applicable Successor Company would be able permitted to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company additional Priority Debt under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part limitation of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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 SubsidiarySection 10.4. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, conveysuch conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is assets of the Company or any Restricted Subsidiary shall have the effect of releasing the Company or any successor corporation or limited liability company that is a Guarantor shall theretofore have become such in the manner prescribed in this Section 10.7 from its liability under this Agreement or becomes a Guarantor concurrently with the transaction; orNotes.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets and its Subsidiaries’ assets (taken as a whole) to, in one transaction or a series of related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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) Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement; provided that in the case where the Successor Company is not a corporation, a co-obligor on the Notes and this Indentureis a corporation; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction or would be able to Incur at least an additional $1.00 of Indebtedness pursuant under Section 4.09(a) provided that this clause (3) will not be applicable to Section 3.2(a) hereof, (b) any merger with a Subsidiary solely for the Fixed Charge Coverage Ratio purpose and with the sole effect of reincorporating 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionin another jurisdiction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) Indenture. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes Notes, this Indenture and this Indenturethe Registration Rights Agreement, and the predecessor Company (except in the case of a lease of all or substantially all its assets) will be released from the obligation to pay the principal of and interest on the Notes. (cb) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence)In addition, the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into into, or convey, transfer or lease all or substantially all of its assets to any Person; orPerson unless: (1) immediately after giving effect to such transaction (and, in the case of 5.01(b)(2)(x) below, treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; oreither:

Merger and Consolidation. (a) The Company will not consolidate or amalgamate with or merge with or intointo (whether or not the Company is the surviving corporation), or convey, transfer or lease all or substantially all 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 resulting, surviving or transferee Person (the “Successor Company”) will be is a corporation organized and existing under the laws of Canada or any province thereof, the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assumeassumes, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.07(a), or (B) hereofimmediately 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, (b) the Fixed Charge Consolidated Coverage Ratio of the Company is equal to or greater than the Consolidated Coverage Ratio of the Company immediately before such transaction; (4) if the 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: (1) (A) the resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under the laws of Canada or any province thereof, 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 Restricted Subsidiaries would not be lower than it was Subsidiary Guarantee; (B) immediately prior to after giving effect to such transaction or (c) the Consolidated Total Leverage Ratio and treating any Indebtedness that becomes an obligation of the Company and its resulting, surviving or transferee Person or any Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to 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 and (4C) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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) abovedischarge of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee after and upon compliance with Section 10.04. (bc) 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 Company, under this Indenture with the same effect as if such successor Person has been named as the Company under herein, and 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. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will shall not (1) consolidate with or merge with or into, or convey, transfer sell, transfer, lease or lease otherwise dispose of all or substantially all of its assetsproperties and assets to, any other Person in any one transaction or a series of related transactions, or (2) permit any Person to any Personconsolidate with or merge into the Company, unless: (1i) in the resultingcase of a merger or consolidation, either the Company is the surviving Person, or transferee if the Company is not the surviving Person, the surviving Person formed by such consolidation or into which the Company is merged or to which the properties and assets of the Company are transferred (such surviving Person in any such case, the “Successor Company”) will shall be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all in form reasonably satisfactory to the obligations Trustee, the payment when due of the Company principal of and interest (including Liquidated Damages, if any) on the Notes and the performance of each of the Company’s other obligations under the Notes and this Indenture; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4iii) the Company shall have delivered to the Trustee on or prior to the proposed transaction an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that (a) such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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 CounselIndenture, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. (b) The the Successor Company will succeed to, agrees to be bound by this Indenture and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of this Article IV, the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence)sale, (i) the Company may consolidate lease, conveyance, assignment, transfer, or otherwise combine with, merge into or transfer other disposition of all or part substantially all of its the properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate of one or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile more Subsidiaries of the Company, reincorporating which properties and assets, if held by the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements instead of clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sellsuch Subsidiaries, convey, transfer or dispose of, would constitute 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 with or into such Guarantor, unless (1) (i) the other Person is properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with substantially all of the transaction; orproperties and assets of the Company.

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (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. 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 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) (A) the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR COMPANY") will be a corporation corporation, partnership, trust, limited liability company or other similar entity organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia Columbia, (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 IndentureB) and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this Indenture, and (C) the Subsidiary Guarantees will remain in effect after any such merger or consolidation; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(aparagraph (a) 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 (c) the Consolidated Total Leverage Ratio SECTION 3.3 of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionthis Indenture; and (4iv) the Company shall have has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) Indenture. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) , but, in the case of a lease 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 preceding foregoing clauses (a)(2ii) and (a)(3iii) of this SECTION 4.1: (which do not apply to transactions referred to in this sentence), (ix) 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 a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdictionjurisdiction to realize tax or other benefits. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will From and after the Spin-Off Date, the Issuer shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of the assets of the Issuer and its assetsRestricted Subsidiaries, taken as a whole, 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 corporation Person organized and or existing under the laws of the United States of America, any State of the United States or the District of Columbia (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) Applicable Jurisdiction and the Successor Company (if not the CompanyIssuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all the obligations of the Company Issuer under the Notes, this Indenture and the Notes Security Documents pursuant to supplemental indentures or other documents and this Indentureinstruments; (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 to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a3.02(a) hereof, (b) the Fixed Charge Coverage Ratio of the Company Issuer and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Net Leverage Ratio of the Company Issuer and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactiontransactions; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Company; provided that 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. (b) [Reserved]. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company 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. (cd) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in any other provision of this sentence)Section 4.01, (i) the Company Issuer may consolidate or otherwise combine with, with or merge into or transfer all or substantially all or part of its properties and assets to a Guarantorone or more Guarantors, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company 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 CompanyIssuer, reincorporating the Company Issuer in another jurisdiction, or changing the legal form of the Issuer, (iii) the Issuer may complete any Permitted Tax Restructuring, (iv) the Issuer may consolidate or otherwise combine with or merge into or transfer all or substantially all or part of its properties and assets to any Person in connection with the Transactions and (v) any Permitted Investment and/or permitted disposition may be structured as a merger, consolidation or amalgamation. (de) 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. For the avoidance of doubt, notwithstanding anything else contained herein, any LLC Conversion shall be permitted under this Indenture. (ef) No Subject to Section 10.02(b), on and following the Spin-Off Date, no Guarantor may: (1) may consolidate with or merge with or into any Person; or (2) sellinto, or convey, transfer or dispose of, lease 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) (ia) the other Person is the Company Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; oror 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, the Notes Security Documents and this Indenture; and

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, in one transaction any Person (other than, as applicable, such mergers, conveyances, transfers, and leases occurring at or a series contemporaneously with the Effective Time pursuant to the Plan of related transactions, to any PersonReorganization), unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation or limited liability company organized or formed, as the case may be, and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indentureindenture or other documentation or instruments, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and Securities, this Indenture, the Collateral Documents (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 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; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a1) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, (b) the Fixed Charge Consolidated Coverage Ratio of for the Successor Company and its Restricted Subsidiaries would not be lower than at least 2.00 to 1.00; and (2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of such transaction; (4) unless the Company is the Successor Company, each Subsidiary Guarantor (unless it was immediately prior is the other party to giving effect 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 transaction Person’s obligations in respect of this Indenture and the Securities and its obligations under the, Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or (c) other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Consolidated Total Leverage Ratio 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 Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionrelevant states or jurisdictions; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and, if any supplement to any Collateral Document is required in connection with such transaction, such supplement complies with the applicable provisions of this 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 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 effect that such supplemental indenture 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; ) shall be released from its obligations under, and the Successor Company will succeed to, be substituted for, and may exercise every right and power of the Company under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all or substantially all of its assets, the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Securities and a Subsidiary Guarantor will not be released from its obligations under its Subsidiary Guarantee. The Successor Company shall cause such amendments, supplements or other instruments to be executed, delivered, 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 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, provided that in giving an Opinion the case of Counsela lease of all or substantially all its assets, counsel may rely the predecessor Company will not be released from the obligation to pay the principal of and interest on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. (b) the Securities. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes Indenture, the Collateral Documents (as applicable) and this Indenture. the Intercreditor Agreement, but the predecessor Company in the case of a conveyance, transfer or lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Securities. Solely for the purpose of computing amounts described in clause (ci) of the definition of Excess Cash Flow for purposes of calculating permitted Restricted Payments under Section 3.5(a) hereof, the Successor Company shall only be deemed to have succeeded and be substituted for the Company with respect to periods subsequent to the effective time of such merger, consolidation, combination or transfer of assets. Notwithstanding the preceding clauses clause (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence3), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than jurisdiction to realize tax benefits; provided that, in the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently merges into the Company, the Company will not be required to comply with the transaction; orpreceding clause (5).

Merger and Consolidation. (a) The Company will Issuer shall not consolidate with or merge with or into, or sell, 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 resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 CompanyIssuer) will shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company Issuer under the Notes and this IndentureIndenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof, hereof or (b) the Fixed Charge Coverage Leverage 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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; 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 5.01(a)(2) and (3) abovehereof. (b) 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 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 shall succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer under this Indenture but in the Notes and this Indenturecase of a lease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such indenture or the Notes. (cd) Notwithstanding the preceding clauses Sections 5.01(a)(2), (a)(23) and (a)(34) hereof (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iia) 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 the Company or a Guarantor Issuer and (iiib) 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. Notwithstanding the preceding clauses Sections 5.01(a)(2), (a)(23) and or (a)(34) hereof (which do not apply to the transactions referred to in this sentence), the Company 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 CompanyIssuer, reincorporating the Company Issuer in another jurisdiction, or changing the legal form of the Issuer. (de) The foregoing provisions (other than the requirements of clause (a)(2Section 5.01(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted SubsidiarySubsidiary of the Issuer. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will not None of the Company, Holdings or the Issuer shall 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 resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation Person organized and existing under the laws of any member state of the 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 (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 Columbia, Canada or any province of the Notes under this Indenture) Canada, Norway or Switzerland and the Successor Company (if not the Company, Holdings or the Issuer, as applicable) will shall expressly assume, (x) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, Holdings or the Issuer, as applicable, under the Notes and this IndentureIndenture and (y) all obligations of the Company, Holdings or the Issuer, as applicable, under the Intercreditor Agreements and the other Security Documents; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (aA) the applicable Successor Company would be able to Incur at least an additional $£1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof, or (bB) the Fixed Charge Coverage Ratio of for the Successor 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each 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 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. . Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (bor 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 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, Holdings or the Issuer, which properties and assets, if held by the Company, Holdings or the Issuer, as applicable, instead of such Subsidiaries, would constitute all or substantially all the properties and assets of the Company, Holdings or the Issuer, as applicable, on a consolidated basis, shall be deemed to be the transfer of all or substantially all the properties and assets of the Company, Holdings or the Issuer, as applicable. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, Holdings or the Issuer, as applicable, under this Indenture and the Notes and this Indenture. (c) but in the case of a lease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such Indenture or the Notes. Notwithstanding the preceding clauses (a)(2Sections 5.01(a)(2) and (a)(35.01(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), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company Company, Holdings or the Issuer and (y)any Restricted Subsidiary that is not a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2Sections 5.01(a)(2) and (a)(35.01(a)(3) (which do not apply to the 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 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 clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (eb) No Subsidiary Guarantor may: (1) consolidate with or merge with or into any Person; or; (2) sell, convey, transfer or dispose of, all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, to any Person; or (3) permit any Person to merge with or into such a Subsidiary Guarantor, unless: (1) (iA) the other Person is the Company or any Restricted a Subsidiary that is a Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (B) (1) either (x) a Subsidiary 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 and the obligations under the Intercreditor Agreements and the other Security Documents and, if applicable, the Proceeds Loan Agreement; and

Merger and Consolidation. (a) The Company Guarantor 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 resulting, surviving or transferee Person (the “Successor Company”) Company will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 CompanyGuarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company Guarantor under the Notes and this IndentureGuarantee; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ai) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, of the Indenture or (bii) the Fixed Charge Coverage Consolidated Debt to Equity 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this the Indenture and an Opinion of Counsel to the effect 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company Issuer will not consolidate with or merge with or into, or convey, transfer or lease all or substantially sub-stantially all its assetsassets to, in one transaction or a series of related transactions, to any Person, unless: : (1) the Issuer is the resulting or surviving Person or the resulting, surviving or transferee Person Per-son (such resulting or surviving Person, including, if applicable, the Issuer, or such transferred Person, as applicable, the “Successor Company”) will be a corporation organized European Company (Societas Europaea) or a Person orga-nized and existing under the laws of the United States of AmericaStates, any State of the United States or the District of Columbia (provided that Co-lumbia, or any territory thereof, the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer United Kingdom or any member state of the Notes under this Indenture) European Union, and the Successor Company (if not the CompanyIssuer) will expressly assume, by supplemental indenture, executed and delivered de-livered to the Trustee, all the obligations of the Company Issuer under the Notes and this Indenture; Indenture and if such Suc-cessor 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 Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or any such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; ; (3) immediately after giving effect to such transaction, on a Pro Forma Basis, either (ax) the applicable Successor Company or the Issuer (as applicable) would be able to Incur at least an additional $1.00 of Indebtedness In-debtedness pursuant to Section 3.2(a) hereof, or (by) the Fixed Charge Consolidated Coverage Ratio for the Issuer or the Succes-sor Company (as applicable) as of the Company and its Restricted Subsidiaries most recently ended Test Period would not be lower than it was immediately prior to giving effect to for such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was Test Period immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or-94-

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of the Mxxxxxxx Islands, the United States of America, any State of the United States or the District of Columbia (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 Columbia, any member state of the Notes under this Indenture) European Union, Liberia, Malta, Bermuda, Bahamas, Panama, British Virgin Islands, Cxxxxx Xxxxxxx, Xxxx xx Xxx, Xxxxxx, Xxxx Xxxx, Xxxxxx, Antigua and Barbuda, Barbados, Belize, Cyprus, Gibraltar (UK), Jamaica, Netherlands Antilles, St. Vxxxxxx, Singapore or any other country recognized by the United States of America with an investment grade credit rating from either Standard & Poor’s Ratings Services or Mxxxx’x Investors Service, Inc., and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this IndentureIndenture and will expressly assume, by written agreement, all the obligations of the Company under the Registration 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 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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph of Section 3.2(a3.3; (4) hereofeach Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (b1) the Fixed Charge Coverage Ratio of the Company and shall apply) shall have by supplemental indenture confirmed that its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect Subsidiary Guarantee shall apply to such transaction or (c) Person’s obligations in respect of this Indenture and the Consolidated Total Leverage Ratio of Securities and shall have by written agreement confirmed that its obligations under the Company and its Restricted Subsidiaries would not Registration Rights Agreement shall continue to be higher than it was immediately prior to giving effect to such transactionin effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect 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 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 effect that such supplemental indenture (if any) is a legal transfer of all or substantially all of the properties and binding agreement enforceable against assets 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. (b) . The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) , but, in the case of a 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 its other obligations under this Indenture. Notwithstanding the preceding clauses clause (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence3), (ix) 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 a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor another Restricted Subsidiary and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary may merge with an Affiliate formed solely for the purpose of reconstituting the Company in another jurisdiction to realize tax or other benefits. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute itself in another jurisdiction, or merge with or into another Restricted Subsidiary, for the purpose of reflagging a Vessel that is a Guarantor it owns or becomes a Guarantor concurrently with bareboat charters so long as at all times each Restricted Subsidiary remains organized under the transaction; orlaws of the Mxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx, Xxxxxx, the United States of America, any State of the United States of America or the District of Columbia or any other country recognized by the United State of America.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or sell, convey, assign, transfer or lease otherwise dispose of all or substantially all its assetsproperties and assets to, in one transaction or a series of related transactions, to any Person, unless: (1a) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all the obligations of the Company under the Notes Loans and this IndentureAgreement and will expressly assume all of the obligations of the Company under any Registration Rights Agreement then in effect; (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 Default or Event of Default shall have occurred and be continuing; (3c) immediately after giving effect to such transaction, either on a pro forma basis (aon the assumption that the transaction occurred on the first day of the period of four full fiscal quarters ending immediately prior to the consummation of such transaction, with the appropriate adjustments with respect to such transaction being included in such pro forma calculation) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and6.2(a); (4d) the Company shall have delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer disposition and such supplemental indenture (if any) assumption comply with this Indenture and an Opinion of Counsel Agreement; and (e) to the effect extent that the Company or any of its Subsidiaries sell any Properties or assets in a transaction that constitutes an Asset Sale, the Net Proceeds from such supplemental indenture (Asset Sale shall be applied in accordance with Section 2.10(a). For purposes of this Section 6.8, the sale, 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 any) is held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a legal consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and binding agreement enforceable against assets 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of. In addition, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence)shall not, (i) the Company may consolidate directly or otherwise combine withindirectly, merge into or transfer lease all or part substantially all of its the properties and assets to of it and its Restricted Subsidiaries, taken as a Guarantorwhole, (ii) any Restricted Subsidiary may consolidate in one or otherwise combine withmore related transactions, merge into or transfer all or part of its properties and assets to the Company or a 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 any other Restricted SubsidiaryPerson. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)c) shall not apply to the creation of a new Subsidiary as a this Section 6.8, any Restricted Subsidiary. (e) No Guarantor may: (1) , or any Person with no Indebtedness outstanding, may consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orCompany.

Merger and Consolidation. (a) The None of the Company 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 resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation Person organized and existing under the laws of the United Kingdom, or any member state of the 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 (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 Columbia, Canada or any province of the Notes under this Indenture) Canada, Norway or Switzerland and the Successor Company (if not the Company) will shall expressly assume, (x) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, under the Notes and this IndentureIndenture and (y) all obligations of the Company, under the Intercreditor Agreement and the other Security Documents; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (aA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof, or (bB) the Fixed Charge Coverage Ratio of for the Successor 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each 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 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. . Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (bor 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 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 Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the properties and assets of the Company. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, under this Indenture and the Notes and this Indenture. (c) but in the case of a lease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such Indenture or the Notes. Notwithstanding the preceding clauses (a)(2Sections 5.01(a)(2) and (a)(35.01(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), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor Company, and (iiiy) 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. Notwithstanding the preceding clauses (a)(2Sections 5.01(a)(2) and (a)(35.01(a)(3) (which do not apply to the 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 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 clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (eb) No Guarantor may: (1) consolidate with or merge with or into any Person; or; (2) sell, convey, transfer or dispose of, all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, to any Person; or (3) permit any Person to merge with or into such a Guarantor, unless: (1) (iA) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (B) (i) either (x) 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 and the obligations under the Intercreditor Agreement and the other Security Documents; and

Merger and Consolidation. (a) The Company Each of the Issuer and the Restricted Parent Guarantor will not consolidate with with, amalgamate 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 resulting, surviving surviving, continuing or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the Canada, the United States of America, any State of the United States or the District of Columbia or any Province of Canada (provided that or, to the Successor Company may be a limited liability company if an entity organized as such a corporation extent the Collateral securing the Notes and the Note Guarantees thereof is added as a co-issuer not materially impaired thereby, any member of the Notes under this IndentureEuropean Union) at the time of the supplemental indenture and the Successor Company (if not the CompanyIssuer or the Restricted Parent Guarantor) will expressly assume, by supplemental indentureindenture and amendments or supplements to the Collateral Documents, executed and delivered to the TrusteeTrustee and the Collateral Agent, in form satisfactory to the Trustee and the Collateral Agent, all the obligations of the Company Issuer or the Restricted Parent Guarantor, as applicable, under the Notes or the Note Guarantees, as applicable, and this IndentureIndenture and the Collateral Documents and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (ai) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bii) the Fixed Charge Coverage Ratio of the Company Issuer, the Restricted Parent Guarantor and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and; (4) the Company Issuer or the Restricted Parent Guarantor, as appropriate, shall have delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger merger, amalgamation or transfer and such supplemental indenture and amendments or supplements to the Collateral Documents (if any) comply with this Indenture and an Opinion of Counsel to the effect stating that such supplemental indenture and amendments or supplements to the Collateral Documents (if any) is a legal have been duly authorized, executed and delivered and are legal, valid and binding agreement agreements enforceable against the applicable Successor Company; Company (in each case, in form satisfactory to the Trustee and the Collateral Agent), provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2Section 4.1(a)(2) and (3); and (5) aboveany security interests granted to the Collateral Agent and/or the Trustee for the benefit of the Holders of the Notes in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such amalgamation or merger (including no additional limitations that would impact the Collateral Agent’s or the Trustee’s ability to realize upon the Collateral in any material respect) and all actions required to maintain said perfected status have been or will be promptly taken, in each case as required by the Indenture. (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer or the Restricted Parent Guarantor, which properties and assets, if held by the Issuer or the Restricted Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer or the Restricted 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 Issuer or the Restricted Parent Guarantor. (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company Issuer or the Restricted Parent Guarantor, as applicable, under the Notes or the Note Guarantees, as applicable, this Indenture and the Collateral Documents but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under such Notes or the Note Guarantees, as applicable, this IndentureIndenture or the Collateral Documents. (cd) [Reserved] (e) Notwithstanding the preceding clauses Section 4.1(a)(2), (a)(2a)(3) and (a)(3a)(4) (which do not apply to transactions referred to in this sentence), (i) any Restricted Subsidiary of the Company Restricted Parent Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a the Issuer or the Restricted Parent Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary that is a Guarantor or an Issuer and (iii) any Restricted Subsidiary that is not a Guarantor or an Issuer may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2Section 4.1(a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company Issuer or the Restricted 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 CompanyIssuer or the Restricted Parent Guarantor, reincorporating the Company Issuer or the Restricted Parent Guarantor in another jurisdiction, or changing the legal form of the Issuer or the Restricted Parent Guarantor. (df) 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 SubsidiarySubsidiary of the Restricted Parent Guarantor. (eg) No Subsidiary Guarantor may: (1) consolidate with or merge 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, to any Person; , or (3) permit any Person to merge with or into such the Subsidiary Guarantor, unless (1) (i) the other Person is the Company Issuer, the Restricted Parent Guarantor or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (ii) (A) either (x) 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 Guarantee of the Notes, this Indenture and the Collateral Documents; and

Merger and Consolidation. (a) The Company SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. will not consolidate with with, or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets to, in one transaction any Person. (b) No Proceeds Loan Borrower will consolidate with, or a series merge with or into, or convey, transfer or lease all or substantially all of related transactionstheir assets to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of any member of the state of the European Union that is a member of the European Union on the date of this Agreement, Bermuda, the Cayman Islands, or the United States of America, any State of the United States or the District of Columbia (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 Companysuch Proceeds Loan Borrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all the obligations of the Company such Proceeds Loan Borrower under the Notes applicable Proceeds Loan and this Indenturethe Covenant Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (a) immediately after giving effect to such transaction, either (a) the applicable Company, UPC NL Holdco and an Affiliate Covenant Party, or such Successor Company Company, would be able to Incur at least an additional $€1.00 of Indebtedness pursuant to Section 3.2(a4.09(b) hereof, 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 Net Leverage Ratio of the Company Company, UPC NL Holdco and its Restricted Subsidiaries an Affiliate Covenant Party, or such Successor Company, would not be higher no greater than it was that of the Company, UPC NL Holdco and an Affiliate Covenant Party immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee Facility Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture the Accession Notice (if any) comply with this Indenture and an Opinion of Counsel to the effect 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 Officers’ Certificate as to compliance with Section 5.01(b)(2) and Section 5.01(b)(3) above and as to any matters of fact. (c) No Covenant Party (other than the Proceeds Loan Borrowers) will consolidate with, including as or merge with or into, or convey, transfer or lease all or substantially all of their assets to, any Person, other than a Covenant Party (other than in connection with a transaction that does not constitute an Asset Disposition or a transaction that is permitted under Section 4.10), unless: (1) immediately after giving effect to satisfaction such transaction, no Default or Event of clauses Default shall have occurred and be continuing; and (2) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger will expressly assume all the obligations of the Covenant Party under the applicable Proceeds Loan Guarantee and the Covenant Agreement; or (3B) abovethe Net Cash Proceeds of such transaction are applied in accordance with the applicable provisions of this Agreement. (bd) 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, one or more Subsidiaries of UPC NL Holdco or one or more Subsidiaries of an Affiliate Covenant Party (as applicable), which properties and assets, if held by the Company, UPC NL Holdco or an Affiliate Covenant Party (as applicable) instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company, UPC NL Holdco or an Affiliate Covenant Party (as applicable) on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company, UPC NL Holdco or an Affiliate Covenant Party (as applicable). (e) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company, UPC NL Holdco or an Affiliate Covenant Party (as applicable) under this Agreement, and upon such substitution, the predecessor Company will be released from its obligations under this Agreement, but, in the Notes case of a lease of all or substantially all its assets, the predecessor company will not be released from the obligation to pay the principal of and this Indentureinterest on the Proceeds Loans. (cf) Notwithstanding the preceding clauses The provisions set forth in this Section 5.01 shall not restrict (a)(2) and (a)(3) (which do shall not apply to transactions referred to in this sentence), to): (i) the Company may consolidate or otherwise combine withany merger, merge into consolidation or transfer all of assets reasonably required to effect or part consummate any Related Transaction (provided that, for the purposes of its properties and assets this clause (i), Section 5.01(b)(1) shall apply to a Guarantorany such transaction), (ii) any Restricted Subsidiary may consolidate or otherwise combine (a “Merging Subsidiary”) from consolidating with, merge merging or liquidating into or transfer transferring all or part substantially all of its properties and assets to the Company Company, UPC NL Holdco, an Affiliate Covenant Party or any other Restricted Subsidiary provided that, for the purposes of this clause (ii), Section 5.01(b)(1) and Section 5.01(c)(2) shall apply to any Merging Subsidiary that is a Proceeds Loan Borrower or a Guarantor Covenant Party, as applicable and (iii) any Restricted Subsidiary may consolidate the Company, UPC NL Holdco or otherwise combine with, merge an Affiliate Covenant Party consolidating into or transfer all merging or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine combining with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Companysuch entity, reincorporating the Company such entity in another jurisdiction. (d) The foregoing provisions (other than , or changing the requirements legal form of such entity, provided that, for the purposes of this clause (a)(2iii), Section 5.01(b)(1), Section 5.01(b)(2), Section 5.01(b)(4), Section 5.01(c)(1) and Section 5.01(c)(2) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiaryany such transaction. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company Neither the Parent Guarantor nor the Issuer will not 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 resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation 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 (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 CompanyParent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture, the Securities or the Parent 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 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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bB) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to after giving effect to such transaction or (c) 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 Company 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 (45) the Company 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 to the effect 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 one or more Subsidiaries of the Parent Guarantor, which properties and assets, if held by the Parent Guarantor instead of such Subsidiaries, 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 effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against transfer of all or substantially all of the Successor Company; provided that in giving an Opinion assets 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. (b) the Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture. (c) ; and its predecessor, except in the case of a lease 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 clauses clause (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence3), (ix) the Company 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) any Restricted Subsidiary the Parent Guarantor and the Parent Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Subsidiary Guarantor and (iiiy) any the 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 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. Notwithstanding the Parent Guarantor, the Issuer will not be required to comply with the preceding clauses clause (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence5), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (db) The foregoing provisions (other than In addition, the requirements of clause (a)(2)) shall Parent Guarantor will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into into, and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any PersonSubsidiary Guarantor to, any Person (other than the Parent Guarantor or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person will be 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) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and (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; or (2) sell, convey, transfer or dispose of, all or substantially all its assets, the transaction is made in one transaction or a series of related transactions, to, any Person; orcompliance with this Section 4.1(b) and the conditions described in Section 10.2 and (3) permit any Person the Parent Guarantor will have delivered to merge 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 or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orthis Indenture.

Merger and Consolidation. (a) The Company No Parent Guarantor will not 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of any member of the state of the European Union that is a member of the European Union on the Issue Date, Bermuda, the Cayman Islands, or the United States of America, any State of the United States or the District of Columbia (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 CompanyIssuer or such Parent Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee and as set forth in Exhibit E hereto, all the obligations of the Company such Parent Guarantor under the Notes and this IndentureIndenture and expressly assumes all obligations of such Parent Guarantor under the Security Documents to which it is a party and the Intercreditor Deeds pursuant to agreements reasonably satisfactory 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 Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (a) the applicable Company and the Restricted Subsidiaries, if it is a surviving corporation, or the Successor Company Company, would be able to Incur at least an additional $£1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) 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 (cB) the Consolidated Total Net Leverage Ratio of the Company, if it is a surviving corporation, or the Successor Company, would be no greater than that of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor CompanyIndenture; provided that in giving an Opinion of Counselsuch opinion, such counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of compliance with clauses (2) and (3) aboveof Section 5.01(a) and as to any matters of fact. (b) The Issuer will not consolidate with, or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Successor Company will be a corporation, partnership, trust or limited liability company organized and existing under the laws of any member of the state of the European Union that is a member of the European Union on the Issue Date, Bermuda, the Cayman Islands, or the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee and as set forth in Exhibit E hereto, all the obligations of the Issuer under the Notes and this Indenture and expressly assumes all obligations of the Issuer under the Security Documents to which it is a party and the Intercreditor Deeds pursuant to agreements reasonably satisfactory to the Trustee; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the 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 effect to such transaction, the Issuer or such Successor Company and the Restricted Subsidiaries would be able to Incur at least an additional £1.00 of Indebtedness pursuant to Section 4.09(a) or (B) the Consolidated Net Leverage Ratio of the Company and the Restricted Subsidiaries (including such Successor Company) or such Successor Company would be no greater than that of the Issuer immediately prior to giving effect to such transaction; and (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 complies with this Indenture; provided that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clauses (2) and (3) of Section 5.01(b) as to any matters of fact. (c) A Subsidiary Guarantor will not consolidate with, or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, other than the Company or another Subsidiary Guarantor (other than in connection with a transaction that does not constitute an Asset Disposition or a transaction that is permitted under Section 4.10), unless: (1) immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing; and (2) either: (A) the Successor Company assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Intercreditor Deeds and the Security Documents to which such Guarantor is a party pursuant to agreements reasonably satisfactory to the Trustee; or (B) the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture. (d) 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 Issuer or a Guarantor, which properties and assets, if held by the Issuer or such Guarantor, as applicable, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer or such Guarantor, as applicable, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer or such Guarantor, as applicable. (e) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company relevant Guarantor or the Issuer, as the case may be, under the Notes and this Indenture, and upon such substitution, the predecessor to such Guarantor or the Issuer, as the case may be, will be released from its obligations under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor to such Guarantor or the Issuer will not be released from the obligation to pay the principal of and interest on the Notes. (cf) Notwithstanding the preceding clauses The provisions set forth in this Section 5.01 shall not restrict (a)(2) and (a)(3) (which do shall not apply to transactions referred to in this sentence), to): (i1) the Company may consolidate or otherwise combine any Restricted Subsidiary that is not a Subsidiary Guarantor from consolidating with, merge merging or liquidating into or transfer transferring all or part substantially all of its properties and assets to the Company, the Issuer, a Subsidiary Guarantor or any other Restricted Subsidiary that is not a Subsidiary Guarantor, ; (ii2) any Restricted Subsidiary may consolidate Guarantor from merging or otherwise combine with, merge liquidating into or transfer transferring all or part of its properties and assets to the Company Company, the Issuer or a another Subsidiary Guarantor; (3) any consolidation or merger of the Company, the Issuer into any Guarantor, provided that, for the purposes of this clause (3) of Section 5.01(f), if the Issuer is not the surviving entity of such merger or consolidation, the relevant Guarantor will assume the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Deeds, any Additional Intercreditor Deeds and the Security Documents and clauses (1) and (iii4) under Section 5.01(b) shall apply to such transaction; (4) any Restricted Subsidiary may consolidate or otherwise combine Parent Guarantor from consolidating with, merge merging into or transfer transferring all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) Parent Guarantor; and (a)(35) (which do not apply to the transactions referred to in this sentence)Company, the Company may consolidate Issuer or otherwise combine any Guarantor consolidating into or merging or combining with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Companysuch entity, reincorporating the Company such entity in another jurisdiction. (d) The foregoing provisions (other than , or changing the requirements legal form of such entity, provided that, for the purposes of this clause (a)(25) of Section 5.01(f), clauses (1), (2) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. and (e4) No Guarantor may: under Section 5.01(a) or Section 5.01(b) or clauses (1) consolidate with or merge with or into any Person; or (2) sellunder Section 5.01(c), conveyas the case may be, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to, shall apply to any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assetsassets to, in one transaction any Person at any time after December 15, 2005. In addition to the restrictions imposed by the previous sentence, the Company shall not consolidate with or a series of related transactionsmerge with or into, to or convey, transfer or lease all or substantially all its assets to, any Person, unless: : (1i) there has not been an Event of Default at any time after December 15, 2005; (ii) the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR COMPANY") will shall be a corporation organized and existing under the laws of the United States of America, any State of the United States state thereof or the District of Columbia (provided that or the Successor Company may be a limited liability company if an entity organized as such a corporation is added as a co-issuer Republic of the Notes under this Indenture) Indonesia, and the Successor Company (if not the Company) will expressly shall expressly, assume, by an indenture supplemental indentureto this Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company Company, including the obligations under the Notes and this Indenture; , the Guarantee, the Collateral Agency Agreement and the Security Documents; (2iii) 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 Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; continuing (3or would result therefrom); (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), either (a) the applicable Successor Company would be able to Incur at least an additional $US$1.00 of Indebtedness pursuant to Section 3.2(a4.03(a); (v) hereof, (b) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Successor Company or (c) 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), the Successor Company shall have Consolidated Net Worth in an amount which is not less than the Consolidated Total Leverage Ratio Net Worth of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4vi) the Successor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders 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 Indonesian Withholding Taxes and no Withholding Taxes of any other jurisdiction imposed on any payments made pursuant to the Notes or the Guarantee; and (vii) each of the Company and the Issuer shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each to the effect Counsel stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture, and this Indenture (including the Guarantee), the Collateral Agency Agreement, the Security Documents, and an Opinion the Notes remain and will be in full force and effect against all applicable parties and the Lien of Counsel the Security Documents (which shall be a first priority perfected Lien unless otherwise contemplated by the Security Documents) with respect to the effect that such supplemental indenture (if any) is a legal Collateral continues in full force 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. (b) effect. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power ofpower, of the Company under the Notes and this Indenture. (c) Notwithstanding , but the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the predecessor Company in another jurisdiction. (d) The foregoing provisions (other than the requirements case of clause (a)(2)) a lease shall not apply be released from the obligation to pay the creation principal of a new Subsidiary as a Restricted Subsidiaryand interest on the Securities. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will shall not consummate a Division as a Dividing Person, consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of the assets and properties of the Company and its assetsRestricted Subsidiaries, taken as a whole, in one transaction or a series of more related transactions, to any Person, Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) or the Division Successor surviving any Division is the Company or will be a corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; provided that if such Person is not a corporation, such Person will immediately cause a Subsidiary that is organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and that is a corporation to be added as a co-issuer of the Notes under this Indenture; (2) (x) the Successor Company (if other than the Company) assumes all of the obligations of the Company under the Notes, this Indenture, the Intercreditor Agreements and the Security Documents pursuant to a supplemental indenture, amendments or other customary documents or instruments, or (y) in the case of a Division, where the Company is the Dividing Person, the Division Successor shall remain or become a co-issuer of the Notes; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-fiscal-quarter period, either: (A) the Successor Company or the Division Successor to the Company, as applicable, would be able to Incur at least $1.00 of additional Indebtedness as Ratio Debt, or (B) the Consolidated Coverage Ratio for the Successor Company or the Division Successor to the Company, as applicable, would be equal to or greater than such ratio for the Company immediately prior to such transaction; (5) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have confirmed in writing to the Trustee that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Security Documents and Intercreditor Agreements (as applicable) shall continue to be in effect; and (6) Collateral owned by or transferred to the Successor Company or the Division Successor to the Company, as applicable, shall (i) continue to constitute Collateral under this Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties and (iii) not be subject to any Lien other than Permitted Liens. Notwithstanding the preceding clauses (3) and (4), (1) any Restricted Subsidiary may consolidate with, merge with or into or sell, assign, convey, transfer or otherwise dispose of all or part of its assets and properties to the Company so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company, and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction. (b) Subject to the provisions in this Indenture governing release of a Subsidiary Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Subsidiary Guarantor, the Company shall not permit any Subsidiary Guarantor to consummate a Division as the Dividing Person (whether or not the Company or such Subsidiary Guarantor is the surviving Person), consolidate with or merge with or into or wind up into (whether or not the Subsidiary Guarantor is the surviving corporation), or sell, assign, convey, transfer or otherwise dispose of all or substantially all of its assets and properties to, any Person (other than to the Company or another Subsidiary Guarantor) unless: (1) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) or the Division Successor, as applicable, will be such Subsidiary Guarantor or a corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (provided that or, in the case of a Canadian Subsidiary Guarantor, under the laws of Canada or any province thereof); (b) the Successor Company may be a limited liability company Guarantor or the Division Successor, as applicable, if an entity organized as other than such a corporation is added as a co-issuer Subsidiary Guarantor or another Subsidiary Guarantor, expressly assumes all of the Notes obligations of such Subsidiary Guarantor under the Notes, this Indenture) , the Security Documents and the Successor Company Intercreditor Agreements (if not the Companyas applicable) will expressly assume, by pursuant to a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; amendments or other customary documents or instruments; (2c) 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; ; (3d) immediately after giving effect to if the Successor Guarantor is other than such transactionSubsidiary Guarantor or another Subsidiary Guarantor, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such Division, consolidation, merger merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture; and (e) if the Successor Guarantor is other than such Subsidiary Guarantor or another Subsidiary Guarantor, Collateral owned by or transferred to the Successor Guarantor shall (i) continue to constitute Collateral under this Indenture and an Opinion of Counsel the Security Documents, (ii) be subject to the effect that such supplemental indenture Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties and (if anyiii) 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 not be subject to any matters of fact, including as to satisfaction of clauses Lien other than Permitted Liens; and (2) and the transaction is made in compliance with Section 4.10 to the extent applicable (3it being understood that only such portion of the Net Cash Proceeds as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) above. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this IndentureSection 5.01. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence)foregoing, (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge with or into or wind up into any Person; orother Restricted Subsidiary in order to consummate a Permitted Tax Restructuring. (2d) sellIn addition, conveythe Company shall not, transfer directly or dispose ofindirectly, lease, or permit any Restricted Subsidiary to lease, all or substantially all of the properties of it and its assetsRestricted Subsidiaries, taken as a whole, in one transaction or a series of more related transactions, toto any other Person. (e) Notwithstanding the foregoing, any Person; or Subsidiary Guarantor may (3x) permit any Person to consolidate or merge with or into such or sell, assign, convey, transfer, lease or otherwise dispose of all or part of its assets and properties to another Subsidiary Guarantor or the Company, or (y) consolidate or merge with or into or sell, assign, convey, transfer, lease or otherwise dispose of all or part of its assets and properties to a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Subsidiary Guarantor in a State of the United States or the District of Columbia (or, in the case of a Canadian Subsidiary Guarantor, unless (1) (i) under the other Person is the Company laws of Canada or any province thereof), as long as the amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiary that Subsidiaries is a Guarantor not increased thereby, and the resulting entity remains or becomes a Guarantor concurrently with Subsidiary Guarantor. (f) For purposes of this Section 5.01, the transaction; orsale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets and properties of one or more Subsidiaries of the Company, which assets and properties, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the assets and properties of the Company on a consolidated basis, shall be deemed to be the disposition of all or substantially all of the assets and properties of the Company.

Merger and Consolidation. (a) The Company Neither the Parent Guarantor nor the 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) (A) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation 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 (Columbia; provided that in the case where the Successor Company may be of the Issuer is not a limited liability company if an entity organized as such a corporation is added as corporation, a co-issuer of the Notes under this IndentureSecurities is a corporation; and (B) and the Successor Company (if not the CompanyParent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture, the Securities or the relevant 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 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 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 would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bB) the Fixed Charge Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower Parent Guarantor is equal to or greater than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Coverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was Parent Guarantor immediately prior to giving effect to before such transaction; (4) if the Successor Company of the Issuer is not 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 (45) the Company 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 to the effect 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 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 or the Issuer, as the case may be, which assets, if held by the Parent Guarantor or the Issuer instead of such Subsidiaries, would constitute all or substantially all of the assets of the Parent Guarantor or the Issuer, as applicable, on a consolidated basis, shall be deemed to be the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against disposition of all or substantially all of the Successor Company; provided that in giving an Opinion assets of Counselthe Parent Guarantor or the Issuer, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. (b) applicable. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture. (c) ; and its predecessor, except in the case of a lease of all or substantially all its assets, will be released from all obligations under this Indenture, the Securities or the relevant Guarantee, as applicable. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentenceSection 4.1(a)(3), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer wind up into, or dispose of all or part of its assets to, the Parent Guarantor, and the Parent Guarantor may consolidate with, merge into or wind up into, or dispose of all or part of its assets to, the Issuer or a Subsidiary Guarantor and (y) the Parent Guarantor and the Issuer may merge with or into an Affiliate incorporated solely for the purpose of reorganizing the Parent Guarantor or the Issuer, as the case may be, in another State of the United States or the District of Columbia; provided that, in the case of a Restricted Subsidiary that consolidates with, merges into, winds up into or disposes of all or part of its properties and assets to the Company Parent Guarantor or a the Issuer, the Parent Guarantor and or the Issuer, as the case may be, will not be required to comply with the preceding Section 4.1(a)(5). (iiib) In addition, the Parent Guarantor will not permit any Restricted Subsidiary may Guarantor to consolidate or otherwise combine with, merge with or into or transfer wind up into, and will not permit the disposition of all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile substantially all of the Companyassets of any Subsidiary Guarantor to, reincorporating the Company in another jurisdiction. (d) The foregoing provisions any Person (other than the requirements Parent Guarantor, the Issuer or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of clause the United States of America, any state of the United States or the District of Columbia and such Person (a)(2)if not such Subsidiary Guarantor) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation Trustee, all the obligations of a new such Subsidiary Guarantor under this Indenture and its Guarantee; and (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. (e) No Guarantor may: (1) consolidate with or merge with or into any PersonSubsidiary at the time of such transaction), no Default shall have occurred and be continuing; or (2) sell, convey, transfer or dispose of, all or substantially all the transaction results in the release of the Subsidiary Guarantor from its assets, obligations under this Indenture and its Guarantee after and in one transaction or a series compliance with the provisions of related transactions, to, any Person; orSection 10.2 and (3) permit any Person the Parent Guarantor will have delivered to merge the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indenture (if any) comply with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orthis Indenture.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or assign, convey, transfer transfer, lease or lease otherwise dispose all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) (if not the Company) will be a corporation Person organized and existing under the laws of any member state of the European Union as of the Issue Date or the date on which such Person becomes the Successor Company, the United Kingdom, Switzerland, Canada or the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, (a) by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, as if such transactions had occurred at the beginning of applicable two consecutive fiscal quarter period, either (a) the applicable Company or the Successor Company would be have been able to Incur at least an additional $1.00 of additional Indebtedness under pursuant to Section 3.2(a4.04(a) hereof, ; or (b) the Fixed Charge Coverage Consolidated Net Leverage 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher greater than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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 CompanyCompany (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. (b) For purposes of this Section 5.03, 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 Company under this Indenture but in the Notes and case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes. (cd) Notwithstanding the preceding clauses (a)(2Section 5.03(a)(2) and (a)(3Section 5.03(a)(3) (which do not apply to transactions referred to in this sentence)) and Section 5.03(a)(4) (which does not apply to transactions referred to in this sentence in which the Company is the Successor Company) hereof, (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiia) 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 SubsidiarySubsidiary or the Company, and (b) the Company and the Restricted Subsidiaries may effect any Permitted Reorganization. Notwithstanding the preceding clauses (a)(2Section 5.03(a)(3) and (a)(3) hereof (which do does not apply to the 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 changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company. (de) The foregoing provisions (other than the requirements of clause (a)(2Section 5.03(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be is a corporation 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 (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 Company) will expressly assumeassumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this IndentureNote Documents; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a5.07(a), or (B) hereofimmediately 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, (b) the Fixed Charge Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower is equal to or greater than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Coverage Ratio of the Company and immediately before such transaction; (4) if the 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 Restricted Subsidiaries would not be higher than it was immediately prior to giving effect Subsidiary Guarantee shall apply to such transactionPerson’s obligations in respect of this Indenture and the Notes shall continue to be in effect; (5) the Successor Company takes such action (or agrees to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to the Successor Company to be subject to the Parity Liens in the manner and to the extent required under the Note Documents, and shall deliver an Opinion of Counsel to the Collateral Trustee as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Trustee, as applicable, may reasonably request; and (46) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease does not violate the terms of each applicable Parity Lien Document, and that all conditions precedent provided for in the indenture relating to such consolidation, merger, conveyance, transfer or lease have been complied with. 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: (1) (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 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 do not violate the terms of each applicable Parity Lien Document, and an Opinion of Counsel that all conditions precedent provided for in the indenture relating to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Companyhave been complied with; 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) abovedischarge of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee after and upon compliance with Section 11.04. (bc) 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 Company Company, under this Indenture with the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) same effect as if such successor Person has been named as the Company may consolidate or otherwise combine withherein, merge into or transfer all or part of its properties and assets to a Guarantorthereafter, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to except in the Company or a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, lease of all or substantially all of its assets, in one transaction or a series the predecessor Person shall be released from the obligation to pay the principal of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) and interests on the Notes and all other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orcovenants and obligations under this Indenture.

Merger and Consolidation. (a) The Company Neither the Parent Guarantor nor the Issuer will not consolidate with or merge or amalgamate 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of Canada or any province or territory thereof, the United States of America, any State of the United States or the District of Columbia (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 CompanyParent Guarantor or the Issuer, as the case may be) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture, the Securities or the Parent 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 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 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 would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bB) the Fixed Charge Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower Parent Guarantor is equal to or greater than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Coverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was 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 (45) the Company 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 to the effect stating that such consolidation, merger merger, amalgamation, conveyance, transfer or transfer lease and such supplemental indenture (if any) comply with this Indenture and an Opinion Indenture. For purposes of Counsel this Section 4.1, the Issuer shall be considered to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against be the Successor Company; provided that Company in giving an Opinion the event of Counsela statutory amalgamation of the Issuer and any Restricted Subsidiary governed by the laws of Canada or any province or territory thereof. For purposes of this Section 4.1, counsel may rely 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, which properties and assets, if held by the Parent Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Parent Guarantor on an Officer’s Certificate as a consolidated basis, shall be deemed to any matters be the transfer of fact, including as to satisfaction all or substantially all of clauses (2) and (3) above. (b) the assets of the Parent Guarantor. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company Parent Guarantor or the Issuer, as the case may be, under the Notes and this Indenture. (c) Notwithstanding ; and its predecessor, except in the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, lease of all or substantially all its assets, will be released from all obligations under this Indenture, the Securities or the Parent Guarantee as applicable. If, in one transaction accordance with this provision, the Issuer (or its Successor Company, as applicable) succeeds to and is substituted for the Parent Guarantor, or the Parent Guarantor (or its Successor Company, as applicable) succeeds to and is substituted for the Issuer, then the succeeding Person shall in either case have and be subject to all rights and obligations specified in this Indenture and in the Securities as being rights and obligations of the Parent Guarantor, the Issuer or both, and the provisions of this Indenture, the Securities and the Parent Guarantee, as applicable, shall be construed in a manner that gives full effect to the same party having become both the Parent Guarantor and the Issuer for all purposes thereof. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge or amalgamate with or into, wind up into or convey, transfer or lease all or part of its assets to the Parent Guarantor or the Issuer, and each of the Parent Guarantor and the Issuer may consolidate with, merge or amalgamate with or into, wind up into or convey, transfer or lease all or part of its assets to the other or a series Subsidiary Guarantor and (y) each of related transactionsthe Parent Guarantor and the Issuer may consolidate with, merge or amalgamate with or into, or wind up into an Affiliate incorporated solely for the purpose of reorganizing in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges or amalgamates with or into, winds up into or conveys, transfers or leases all or part of its assets to the Parent Guarantor or the Issuer, 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 or amalgamate 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 PersonPerson (other than the Parent Guarantor, the Issuer or another Subsidiary Guarantor) unless: (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company and such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and (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; or (2) the transaction is made in compliance with this Section 4.1(b) and results in the release of the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee under the conditions described in Section 10.2 and (3) permit any Person the Parent Guarantor will have delivered to merge 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 or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orthis Indenture.

Merger and Consolidation. (a) The Company will not consolidate with or merge or amalgamate with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer transfer, lease or lease 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 resulting, surviving or transferee Person (the “Successor Company”) will be is a corporation Person (other than an individual) organized and existing under the laws of Canada, any province or territory thereof, or of the United States of America, any State of the United States state or territory thereof or the District of Columbia Columbia; (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 Indenture2) and the Successor Company (if not other than the Company) will (A) expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of the Company under the Notes and this Indenture; Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the U.S. Trustee and (2B) immediately after giving effect to such transaction (expressly assumes the due and treating any Indebtedness that becomes an obligation punctual performance of the applicable Successor Company or any Subsidiary covenants and obligations of the applicable Successor Company as a result of such transaction as having been Incurred by under the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuingSecurity Documents; (3) immediately after giving effect to such transaction, either no Default or Event of Default shall have occurred and be continuing; (a4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (A) the applicable Successor Company would be able to Incur at least an additional $1.00 of additional Indebtedness pursuant to Section 3.2(a) hereof4.08(a), or (bB) the Fixed Charge Consolidated Coverage Ratio of for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect such transaction and would be at least 1.75 to 1.00; (5) each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of Section 5.01(b) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such transaction or (c) Successor Company’s obligations under this Indenture and the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; andNotes; (46) the Company shall have delivered to the U.S. Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger merger, amalgamation, winding up or transfer disposition, and such supplemental indenture (indenture, if any) , comply with this Indenture Indenture; (7) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and an Opinion recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of Counsel the Security Documents on the Collateral owned by or transferred to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor Company; provided that ; (8) the Collateral owned by or transferred to the Successor Company shall (A) continue to constitute Collateral under this Indenture and the Security Documents, (B) be subject to the Lien in giving an Opinion favor of Counselthe Collateral Agents for their benefit and the benefit of the Trustees and the Holders of the Notes, counsel may rely on an Officer’s Certificate as and (C) not be subject to any matters Lien other than Permitted Liens; and (9) the property and assets of factthe Person which is merged, including amalgamated or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary or proper to satisfaction cause such property and assets to be made subject to the Lien of clauses (2) the Security Documents in the manner and (3) aboveto the extent required in this Indenture and the Security Documents. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(23) and (a)(34) of Section 5.01(a): (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii1) any Restricted Subsidiary may consolidate or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to the Company so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company; provided that, in the case of a Restricted Subsidiary that merges or amalgamates into the Company, the Company will not be required to comply with Section 5.01(a)(6); (2) the Company may merge or amalgamate with an Affiliate of the Company solely for the purpose of reincorporating the Company in another province or territory of Canada or in a Guarantor xxxxx xx xxxxxxxxx xx xxx Xxxxxx Xxxxxx of America or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; (iii3) any Non-Guarantor Restricted Subsidiary may consolidate with or otherwise combine with, merge or amalgamate with or into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses Company; and (a)(24) all of the issued and (a)(3) (which do not apply to the transactions referred to in this sentence), outstanding Capital Stock of the Company may be exchanged for Capital Stock of the New Parent so long as all of the conditions in the definition of “Permitted Reorganization” are met. (c) Subject to certain limitations described in this Indenture governing release of a Note Guarantee upon the sale, disposition or transfer of a Guarantor, no Subsidiary Guarantor will, and the Company will not and will not permit such Subsidiary Guarantor to, consolidate or otherwise combine with or merge or amalgamate with or into an Affiliate incorporated for or wind up into (whether or not such Subsidiary Guarantor is the purpose surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of changing the legal domicile all or substantially all of the Companyits properties and assets, reincorporating the Company in another jurisdiction. (d) The foregoing provisions one or more related transactions, to any Person (other than the requirements of clause (a)(2)) shall not apply to the creation of a new Company or another Subsidiary as a Restricted Subsidiary. (eGuarantor) No Guarantor mayunless: (1) consolidate with (A) if such entity remains a Subsidiary Guarantor, the resulting, surviving or merge with or into any Person; or transferee Person (2the “Successor Guarantor”) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or is a series Person (other than an individual) organized and existing under the laws of related transactions, toCanada, any Person; or (3) permit province or territory thereof, or of the United States of America, any Person to merge with state or into such Guarantor, unless (1) (i) territory thereof or the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orDistrict of Columbia;

Merger and Consolidation. (a) The Company An Issuer will not not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, assets in one transaction or a series of related transactionstransactions to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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 Companysuch Issuer) will expressly assume, by a supplemental indentureindenture (or other joinder agreement, as applicable) executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company such Issuer under the Notes and Notes, this Indenture, and the Security Documents and in compliance with the terms and conditions of the Term Intercreditor Agreement and the ABL Intercreditor Agreement, to the extent applicable; (2) immediately after giving effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (aA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to under paragraph (a) of Section 3.2(a) hereof, 4.06 or (bB) the Fixed Charge Consolidated Interest Coverage Ratio of for the Successor Company would be equal to or greater than such ratio for the Issuers and its the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and; (4) the Successor Company shall be a Subsidiary of Parent or shall be Parent or the successor of Parent; and (5) the Issuers shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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) aboveIndenture. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture, and the Company predecessor Issuer, other than in the case of a lease, will be released from the obligation to pay the principal of and interest on the Notes. (c) Parent will not permit any Subsidiary Guarantor to, directly or indirectly, 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) except in the case of a Subsidiary Guarantor (A) that has been disposed of in its entirety to another Person (other than to an Issuer or a Subsidiary of Parent), whether through a merger, consolidation or sale of Capital Stock or assets or (B) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation organized and existing under the Notes laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not any Subsidiary Guarantor or an Issuer) will expressly assume, by a supplemental indenture or other joinder agreement, as applicable), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and the Security Documents; (2) (A) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing and (B) in the case of any Restricted Subsidiary that owns any Capital Stock, directly or indirectly, of an Issuer, (i) the Restricted Subsidiary would be able to Incur an additional $1.00 of Indebtedness under paragraph (a) of Section 4.06 or (ii) the Consolidated Interest Coverage Ratio for the Issuers and the Restricted Subsidiaries would be equal to or greater than such ratio for the Issuers and the Restricted Subsidiaries immediately prior to such transaction; and (3) the Issuers 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 indenture (if any) comply with this Indenture. (cd) Parent will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Parent”) will be a corporation (unless the Successor Parent is Parent, in which case it may be either a limited liability company or a corporation) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Parent (if not Parent) will expressly assume, by a supplemental indenture (or other joinder agreement, as applicable), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of Parent under this Indenture and Parent’s Notes Guarantee; (2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (3) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. (e) Notwithstanding the preceding clauses foregoing paragraphs (a)(2a) and through (a)(3d) of this Section 5.01: (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii1) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) any Restricted Subsidiary may consolidate or otherwise combine Consolidate with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate Issuer or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation of a new any Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; orGuarantor; (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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge into or becomes transfer all or part of its properties and assets to another Restricted Subsidiary; provided that such Restricted Subsidiary is wholly-owned, either directly or indirectly, by an Issuer, Parent or a Subsidiary Guarantor; and (3) an Issuer or a Subsidiary Guarantor concurrently may merge with an Affiliate incorporated solely for the transactionpurpose of reincorporating or incorporating, as the case may be, such Issuer or such Subsidiary Guarantor in another jurisdiction within the United States of America, any state thereof or the District of Columbia to realize tax or other benefits; orprovided, however, that clauses (1), (2) and (5) of Section 5.01 (a) shall continue to apply in a merger involving an Issuer and clauses (1), (2)(A) and (3) of Section 5.01(c) shall continue to apply in a merger involving a Subsidiary Guarantor.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of the assets and properties of the Company and its assetsRestricted Subsidiaries, taken as a whole, in one transaction or a series of more related transactions, to any Person, Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) is the Company or will be a corporation corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States or States, the District of Columbia (or any territory of the United States; provided that the Successor Company may be if such Person is not a limited liability company if an entity organized as corporation, such Person will immediately cause a Subsidiary that is a corporation is to be added as a co-issuer of the Notes under this Indenture; (2) and the Successor Company (if not other than the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect Indenture pursuant 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 continuingsupplemental indenture; (3) immediately after giving effect to such transaction, either no Default or Event of Default shall have occurred and be continuing; (a4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-fiscal-quarter period, either: (A) the applicable Successor Company would be able to Incur at least an additional $1.00 of additional Indebtedness pursuant to Section 3.2(a) hereofas Ratio Debt, 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 (cB) the Consolidated Total Leverage Coverage Ratio of for the Successor Company would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (5) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have confirmed in writing to the Trustee that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes. Notwithstanding the preceding clauses (3) and (4), (1) any Restricted Subsidiary may consolidate with, merge with or into or sell, assign, convey, transfer or otherwise dispose of all or part of its assets and properties to the Company so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company, and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction. (b) Subject to the provisions in this Indenture governing release of a Subsidiary Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Subsidiary Guarantor, the Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into or wind up into (whether or not the Subsidiary Guarantor is the surviving corporation), or sell, assign, convey, transfer or otherwise dispose of all or substantially all of its assets and properties to, any Person (other than to the Company or another Subsidiary Guarantor) unless: (1) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any other territory thereof; (b) the Successor Guarantor, if other than such Subsidiary Guarantor or another Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental indenture or other documents or instruments; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (d) if the Successor Guarantor is other than such Subsidiary Guarantor or another Subsidiary Guarantor, the Company will have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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 and (2) and the transaction is made in compliance with Section 4.10 to the extent applicable (3it being understood that only such portion of the Net Cash Proceeds as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) above. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this IndentureSection 5.01. (c) In addition, the Company shall not, directly or indirectly, lease, or permit any Subsidiary Guarantor to lease, all or substantially all of the properties of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (d) Notwithstanding the preceding clauses foregoing, any Subsidiary Guarantor may (a)(2x) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate merge with or otherwise combine with, merge into or transfer all or part of its assets and properties and assets to another Subsidiary Guarantor or the Company, or (y) merge with a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated solely for the purpose of changing reincorporating the legal domicile Subsidiary Guarantor in a State of the CompanyUnited States or the District of Columbia, reincorporating as long as the Company in another jurisdiction. (d) The foregoing provisions (other than amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiaries is not increased thereby, and the requirements of clause (a)(2)) shall not apply to the creation of resulting entity remains or becomes a new Subsidiary as a Restricted SubsidiaryGuarantor. (e) No Guarantor may: (1) consolidate with For purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease or merge with or into any Person; or (2) sell, convey, transfer or dispose of, other disposition of all or substantially all its assetsof the assets and properties of one or more Subsidiaries of the Company, in one transaction or a series of related transactionswhich assets and properties, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is if held by the Company instead of such Subsidiaries, would constitute all or any Restricted Subsidiary that is substantially all of the assets and properties of the Company on a Guarantor consolidated basis, shall be deemed to be the disposition of all or becomes a Guarantor concurrently with substantially all of the transaction; orassets and properties of the Company.

Merger and Consolidation. (a) The Company will Issuer shall not, and Superior Energy shall not permit Issuer to, consolidate with or merge with or into, or convey, transfer convey or lease all or substantially all its assetstransfer, in one transaction or a series of related transactions, to directly or indirectly, all or substantially all its assets to, any Person, unless: (1) Issuer shall be the surviving Person, or the resulting, surviving or transferee Person (the “Successor Company”) shall be a 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 and the Successor Company (if not Issuer) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of Issuer under the Notes, this Indenture and the Registration Rights Agreement; (2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (3) immediately after giving pro forma effect to such transaction, either (a) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.09(a) or (b) the Consolidated Coverage Ratio of the Successor Company will be greater than the Consolidated Coverage Ratio of Issuer and its Subsidiaries immediately prior to such transaction; and (4) Issuer shall have delivered to the Trustee an Officers’ Certificate of Superior Energy and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided, however, that clause (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to Issuer or (B) if determined in good faith by the Board of Directors of Superior Energy (as evidenced by a resolution of such board), Issuer merging with an Affiliate of Issuer solely for the purpose and with the sole effect of reorganizing Issuer in another jurisdiction, provided the surviving entity will assume all the obligations of Issuer under the Notes, this Indenture, and the Registration Rights Agreement. In addition, Issuer shall not, and Superior Energy shall not permit Issuer to, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (b) Superior Energy will not consolidate with or merge with or into, or convey or transfer, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless: (1) Superior Energy shall be the surviving Person, or the resulting, surviving or transferee Person (the “Successor Company”) shall be a corporation organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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 CompanySuperior Energy) will shall expressly assume, by an indenture supplemental indenturethereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of Superior Energy under its Note Guarantee, this Indenture and the Company under the Notes and this IndentureRegistration Rights Agreement; (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 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, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 3.2(a) hereof, 4.09 hereof or (b) the Fixed Charge Consolidated Coverage Ratio of the Successor Company will be greater than the Consolidated Coverage Ratio of Superior Energy and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company Superior Energy shall have delivered to the Trustee an Officer’s Officers’ Certificate of Superior Energy and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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. will not be applicable to (bA) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine a Restricted Subsidiary consolidating with, merge merging into or transfer transferring all or part of its properties and assets to Superior Energy or (B) if determined in good faith by the Board of Directors of Superior Energy (as evidenced by a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part resolution of its properties and assets to the Company or a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentencesuch board), the Company may consolidate or otherwise combine Superior Energy merging with or merge into an Affiliate incorporated of Superior Energy solely for the purpose and with the sole effect of changing the legal domicile of the Company, reincorporating the Company reorganizing Superior Energy in another jurisdiction. (d) The foregoing provisions (other than , provided the requirements surviving entity will assume all the obligations of clause (a)(2)) shall Superior Energy under its Note Guarantee, this Indenture, and the Registration Rights Agreement. In addition, Superior Energy will not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with directly or merge with or into any Person; or (2) sellindirectly, convey, transfer or dispose of, lease all or substantially all of the properties and assets of it and its assetsRestricted Subsidiaries taken as a whole, in one transaction or a series of more related transactions, to, to any other Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or.

Merger and Consolidation. (a) The Company will not, and will not permit any Restricted Subsidiary to, consolidate with or merge be a party to a merger 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; provided, unlesshowever, that: (1) any Restricted Subsidiary may merge or consolidate with or into the resultingCompany or any Wholly-Owned Restricted Subsidiary, so long as in any merger or consolidation involving the Company, the Company shall be the surviving or transferee continuing Person; and (2) the Company may consolidate or merge with any other Person or convey, transfer or lease all or substantially all of its assets to another Person if (i) either (x) the “Successor Company shall be the surviving or continuing Person, or (y) if the surviving or continuing entity or the Person that acquires by conveyance, transfer or lease is other than the Company”, (A) will such entity shall be a solvent corporation or limited liability company organized and existing under the laws of the United States of America, or any State of the United States or state thereof (including the District of Columbia Columbia), (provided that the Successor Company may be a limited liability company if an B) such 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 Company) will expressly assumeassumes, by supplemental indenture, executed written agreement satisfactory in scope and delivered form to the TrusteeRequired Holders, all the obligations of the Company under the Notes and this Indenture; Agreement, and (2C) such entity shall cause to be delivered to each holder of Notes an opinion of national recognized independent counsel, or other independent counsel reasonably satisfactory 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 provisions of this Section 10.11 and otherwise satisfactory in scope and form to the Required Holders, and (ii) immediately before and ​ ​ ​ ​ ​ immediately after giving effect to such transaction (and treating or each transaction in any Indebtedness that becomes an obligation such series 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)transactions, no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) continuing and the applicable Successor Company would be able permitted to Incur incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company additional Priority Debt under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part limitation of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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 SubsidiarySection 10.4. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, conveysuch conveyance, transfer or dispose of, all or lease of substantially all its assets, in one transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is assets of the Company or any Restricted Subsidiary shall have the effect of releasing the Company or any successor corporation or limited liability company that is a Guarantor shall theretofore have become such in the manner prescribed in this Section 10.11 from its liability under this Agreement or becomes a Guarantor concurrently with the transaction; orNotes.

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities and this IndentureIndenture and will expressly assume, by written agreement all the obligations of the Company under the Registration Rights Agreement, the Collateral Documents and the Intercreditor Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default would exist that shall not have occurred and be continuingbeen cured or waived; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would (i) be able to Incur at least an additional $1.00 of additional Indebtedness pursuant to the first paragraph of Section 3.2(a3.2 or (ii) hereof, (b) have a Consolidated Coverage Ratio of not less than the Fixed Charge Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect such transaction; (4) 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 transaction or (c) Person’s obligations in respect of this Indenture and the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionSecurities; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture, the Collateral Documents and the Intercreditor Agreement. Notwithstanding the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clauses (2), (3) or (5). 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: (1) (a) the resulting, surviving or transferee Person (the “Successor Parent”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and (b) the Successor Parent (if not the Parent) will expressly assume, by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent under its Note Guarantee, this Indenture, the Collateral Documents, the Intercreditor Agreement and the Registration Rights Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Parent or any Subsidiary of the Successor Parent as a result of such transaction as having been Incurred by the Successor Parent or such Subsidiary at the time of such transaction), no Default or Event of Default would exist that shall not have been cured or waived; and (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) is comply with this Indenture, the Collateral Documents and the Intercreditor Agreement. 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 Subsidiaries, would constitute all or substantially all of the properties and assets of the Parent or the Company on a legal consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and binding agreement enforceable against assets of the Successor Parent and the 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) . The predecessor company will be released from its obligations under this Indenture and (3) above. (b) The the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. , the Collateral Documents and the Intercreditor Agreement, but, in the case of a 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 obligation under the Collateral Documents and the Intercreditor Agreement. In addition, the Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (c) Notwithstanding the preceding clauses (a)(2other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (a)(3other than to another Subsidiary Guarantor) unless: (which do not apply 1) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be 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; (2) immediately after giving effect to transactions referred to in this sentencesuch 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 or Event of Default would exist that shall not have been cured or waived; (i3) the resulting, surviving or transferee Person assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee under the Securities, this Indenture, the Collateral Documents, the Intercreditor Agreement and the Registration Rights Agreement; and (4) the Company 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 indenture (if any) comply with this Indenture. Notwithstanding the foregoing, (1) a Subsidiary Guarantor may consolidate or otherwise combine withmerge with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another jurisdiction, so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby, and (2) any Subsidiary Guarantor may merge into or transfer or lease all or part of its properties and assets to a Libbey Glass or another Subsidiary Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will shall not consummate a Division as a Dividing Person, consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of the assets and properties of the Company and its assetsRestricted Subsidiaries, taken as a whole, in one transaction or a series of more related transactions, to any Person, Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) or the Division Successor surviving any Division is the Company or will be a corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; provided that if such Person is not a corporation, such Person will immediately cause a Subsidiary that is organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and that is a corporation to be added as a co-issuer of the Notes under this Indenture; (2) (x) the Successor Company (if other than the Company) assumes all of the obligations of the Company under the Notes, this Indenture, the Intercreditor Agreements and the Security Documents pursuant to a supplemental indenture, amendments or other customary documents or instruments, or (y) in the case of a Division, where the Company is the Dividing Person, the Division Successor shall remain or become a co-issuer of the Notes; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-fiscal­quarter period, either: (A) the Successor Company or the Division Successor to the Company, as applicable, would be able to Incur at least $1.00 of additional Indebtedness as Ratio Debt, or (B) the Consolidated Coverage Ratio for the Successor Company or the Division Successor to the Company, as applicable, would be equal to or greater than such ratio for the Company immediately prior to such transaction; (5) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have confirmed in writing to the Trustee that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Security Documents and Intercreditor Agreements (as applicable) shall continue to be in effect; and (6) Collateral owned by or transferred to the Successor Company or the Division Successor to the Company, as applicable, shall (i) continue to constitute Collateral under this Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties and (iii) not be subject to any Lien other than Permitted Liens. Notwithstanding the preceding clauses (3) and (4), (1) any Restricted Subsidiary may consolidate with, merge with or into or sell, assign, convey, transfer or otherwise dispose of all or part of its assets and properties to the Company so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company, and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction. (b) Subject to the provisions in this Indenture governing release of a Subsidiary Guarantee upon the sale or disposition of a Restricted Subsidiary that is a Subsidiary Guarantor, the Company shall not permit any Subsidiary Guarantor to consummate a Division as the Dividing Person (whether or not the Company or such Subsidiary Guarantor is the surviving Person), consolidate with or merge with or into or wind up into (whether or not the Subsidiary Guarantor is the surviving corporation), or sell, assign, convey, transfer or otherwise dispose of all or substantially all of its assets and properties to, any Person (other than to the Company or another Subsidiary Guarantor) unless: (1) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) or the Division Successor, as applicable, will be such Subsidiary Guarantor or a corporation, limited liability company, partnership, limited partnership or trust organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (provided that or, in the case of a Canadian Subsidiary Guarantor, under the laws of Canada or any province thereof); (b) the Successor Company may be a limited liability company Guarantor or the Division Successor, as applicable, if an entity organized as other than such a corporation is added as a co-issuer Subsidiary Guarantor or another Subsidiary Guarantor, expressly assumes all of the Notes obligations of such Subsidiary Guarantor under the Notes, this Indenture) , the Security Documents and the Successor Company Intercreditor Agreements (if not the Companyas applicable) will expressly assume, by pursuant to a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; amendments or other customary documents or instruments; (2c) 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; ; (3d) immediately after giving effect to if the Successor Guarantor is other than such transactionSubsidiary Guarantor or another Subsidiary Guarantor, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such Division, consolidation, merger merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture; and (e) if the Successor Guarantor is other than such Subsidiary Guarantor or another Subsidiary Guarantor, Collateral owned by or transferred to the Successor Guarantor shall (i) continue to constitute Collateral under this Indenture and an Opinion of Counsel the Security Documents, (ii) be subject to the effect that such supplemental indenture Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties and (if anyiii) 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 not be subject to any matters of fact, including as to satisfaction of clauses Lien other than Permitted Liens; and (2) and the transaction is made in compliance with Section 4.10 to the extent applicable (3it being understood that only such portion of the Net Cash Proceeds as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) above. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this IndentureSection 5.01. (c) In addition, the Company shall not, directly or indirectly, lease, or permit any Restricted Subsidiary to lease, all or substantially all of the properties of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (d) Notwithstanding the preceding clauses foregoing, any Subsidiary Guarantor may (a)(2x) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge with or into or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or part of its assets and properties and assets to a Guarantoranother Subsidiary Guarantor or the Company, or (iiy) any Restricted Subsidiary may consolidate or otherwise combine with, merge with or into or transfer sell, assign, convey, transfer, lease or otherwise dispose of all or part of its assets and properties and assets to a Restricted Subsidiary of the Company or a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated solely for the purpose of changing reincorporating the legal domicile Subsidiary Guarantor in a State of the CompanyUnited States or the District of Columbia (or, reincorporating in the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Canadian Subsidiary Guarantor, under the laws of Canada or any province thereof), as long as the amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiaries is not increased thereby, and the resulting entity remains or becomes a Restricted SubsidiarySubsidiary Guarantor. (e) No Guarantor may: (1) consolidate with For purposes of this Section 5.01, the sale, assignment, conveyance, transfer, lease or merge with or into any Person; or (2) sell, convey, transfer or dispose of, other disposition of all or substantially all its assetsof the assets and properties of one or more Subsidiaries of the Company, in one transaction or a series of related transactionswhich assets and properties, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is if held by the Company instead of such Subsidiaries, would constitute all or any Restricted Subsidiary that is substantially all of the assets and properties of the Company on a Guarantor consolidated basis, shall be deemed to be the disposition of all or becomes a Guarantor concurrently with substantially all of the transaction; orassets and properties of the Company.

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, determined on a consolidated basis (other than (i) sales, leases, conveyances, assignments, transfers or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets, in one transaction or a series each case, in the ordinary course of related transactionsbusiness and (ii) any Required Asset Sale), to to, any Person, unless: (1i) The Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this IndentureIndenture and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, (x) either (ai) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, or (bii) the Fixed Charge Coverage Consolidated Non-Funding Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be lower greater than it was immediately prior to giving effect to such transaction or and (cy) the Consolidated Total Leverage Ratio 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 and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionare available; and (4iv) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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)(ii) and (3) aboveiii). (b) For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company (other than (i) sales, leases, conveyances, assignments, transfers or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets, in each case in the ordinary course of business and (ii) any Required Asset Sale), 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) For purposes of clarity, it is understood and agreed that references in this Section 4.1 to sales, leases, conveyances, assignments, transfers or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets in the ordinary course of business shall include, without limitation, any sales, leases, conveyances, assignments, transfers or other dispositions of Securitization Assets, Repurchase Agreement Assets, Investments or other securities or assets (1) that are made (x) to any Securitization Entity for the purpose of enabling such Securitization Entity to securitize the assets so sold, assigned, transferred, leased, conveyed or disposed of or enabling such Securitization Entity to issue Non-Recourse Indebtedness secured by such assets or to enter into any Repurchase Agreements with respect to such assets or (y) to any Person pursuant to a Repurchase Agreement that is otherwise not expressly prohibited by this Indenture, under which such Person is a buyer of Repurchase Agreement Assets, and (2) that the Company in good faith determines to be consistent with past practice of the Company or any of its Subsidiaries or to reflect customary or accepted practice in the businesses, industries or markets in which the Company or any of its Subsidiaries operates or reasonably expects to operate or that reflect reasonable extensions, evolutions or developments of any of the foregoing (including, without limitation, by way of new transactions or structures), and as a result, none of the foregoing shall constitute a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the Company’s properties and assets, on a consolidated basis or otherwise, for purposes of the other paragraphs of this Section 4.1. (d) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture but in the Notes and case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this IndentureIndenture or the Notes. (ce) Notwithstanding the preceding clauses Section 4.1(a)(ii), (a)(2a)(iii) and (a)(3a)(iv) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Company may consolidate or otherwise combine with or merge 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, (iii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiiiv) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or conveysell, transfer assign, transfer, convey or lease otherwise dispose of all or substantially all of the properties or assets of the Company and its assets, Restricted Subsidiaries taken as a whole in one transaction or a series of more related transactions, to any another Person, unless: (1) either (a) the Company is the resulting, transferee or surviving Person or (b) the resultant, transferee or surviving Person (if other than the “Successor Company”) will be is a corporation corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America, or any State of the United States state thereof or the District of Columbia (provided that the Successor Company may be and such resulting, transferee or surviving Person assumes, pursuant to a limited liability company if an entity organized as such a corporation is added as a co-issuer of the Notes under this Indenture) supplemental Indenture and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed other documentation in form and delivered substance reasonably satisfactory to the Trustee, all of the obligations and covenants of the Company under this Indenture and the Notes and this IndentureNotes; (2) immediately before and after such transaction, no Default or Event of Default has occurred and is continuing; and (3) except in the case of a consolidation or merger of the Company with or into a Restricted Subsidiary, or a sale, assignment, transfer, conveyance or other disposition of properties or assets to the Company or a Restricted Subsidiary, either: (i) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that becomes an obligation as if such transaction had occurred at the beginning of the applicable Successor four-quarter period, the Company or any Subsidiary of the applicable Successor Company as resultant, transferee or surviving Person (if other than the Company) would have 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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, (b) Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to such transaction; or (ii) immediately after giving pro forma effect to such transaction or (c) as if such transaction had occurred at the Consolidated Total Leverage Ratio beginning of the applicable four-quarter period, the Company and its Restricted Subsidiaries or the resultant transferee or surviving Person (if other than the Company) would not be higher than it was immediately prior able to giving effect incur at least $1.00 of additional Indebtedness pursuant to such transaction; andthe Fixed Charge Coverage Ratio test set forth in Section 3.2(a); (4) the Person formed by or surviving any such consolidation or merger (if other than the Company) shall take such action (or agree to take such action) as may be necessary to cause any property or assets that constitute Collateral owned by or transferred to such Person to be subject to a Priority Lien in the manner and to the extent required under the Security Documents; and (5) the Company shall have has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer disposition and such supplemental indenture Indenture or other appropriate agreement (if any) comply with this Indenture and an Opinion of Counsel all conditions precedent set forth therein relating 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) abovetransaction have been satisfied. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will not None of the Company, Holdings or the Issuer shall 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 resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation Person organized and existing under the laws of any member state of the 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 (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 Columbia, Canada or any province of the Notes under this Indenture) Canada, Norway or Switzerland and the Successor Company (if not the Company, Holdings or the Issuer, as applicable) will shall expressly assume, (x) by supplemental indentureIndenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company Company, Holdings or the Issuer, as applicable, under the Notes and this IndentureIndenture and (y) all obligations of the Company, Holdings or the Issuer, as applicable, under the Intercreditor Agreement and the Security Documents; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (aA) the applicable Successor Company would be able to Incur at least an additional $£1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof, or (bB) the Fixed Charge Coverage Ratio of for the Successor 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture 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 to the effect that such supplemental indenture 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. . Any Indebtedness that becomes an obligation of the Company or any Restricted Subsidiary (bor 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 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 or Holdings, which properties and assets, if held by the Company or Holdings, as applicable, instead of such Subsidiaries, would constitute all or substantially all the properties and assets of the Company or Holdings, as applicable, on a consolidated basis, shall be deemed to be the transfer of all or substantially all the properties and assets of the Company or Holdings, as applicable. The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company Company, Holdings or the Issuer under this Indenture and the Notes and this Indenture. (c) but in the case of a lease of all or substantially all its assets, the predecessor company shall not be released from its obligations under such Indenture or the Notes. Notwithstanding the preceding clauses (a)(2Section 5.01(a)(2) and (a)(3Section 5.01(a)(3) (which do not apply to transactions referred to in this sentence) and, other than with respect to Section 5.01(a)(4) of this Section 5.01(a), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or that is not a 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 any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2Section 5.01(a)(2) and (a)(3Section 5.01(a)(3) (which do not apply to the 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 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 clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (eb) No Subsidiary Guarantor may: (1) consolidate with or merge with or into any Person; , or (2) sell, convey, transfer or dispose of, all or substantially all its assetsassets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to, to any Person; , or (3) permit any Person to merge with or into such a Subsidiary Guarantor, unless: (1) (iA) the other Person is the Company or any Restricted a Subsidiary that is a Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (B) (1) either (x) a Subsidiary Guarantor is the continuing Person or

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “"Successor Company”") will be a corporation 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 (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture, provided that if the Successor Company is not a corporation, then a co-issuer of the Notes shall be created that is a corporation and organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; (2ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3iii) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph (a) of Section 3.2(a3.3; (iv) hereofeach Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (bi) the Fixed Charge Coverage Ratio shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person's obligations in respect of the Company Indenture and the Notes and its Restricted Subsidiaries would not obligations under the Registration Rights Agreement shall continue to be lower than it was immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionin effect; and (4v) the Company shall have delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture Indenture. For purposes of this Article IV, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and an Opinion assets of Counsel 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 effect that such supplemental indenture (if any) is a legal transfer of all or substantially all of the properties and binding agreement enforceable against assets 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. (b) . The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. , but, in the case of a 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. Solely for the purpose of computing amounts described in clause (c3)(c)(ii) of Section 3.4(a), the Successor Company shall only be deemed to have succeeded and be substituted for consolidation, combination or transfer of assets. Notwithstanding the preceding clauses (a)(2ii) and (a)(3) (which do not apply to transactions referred to in this sentenceiii), (ix) 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 a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdictionjurisdiction so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. (da) The foregoing provisions the resulting, surviving or transferee Person (other than the requirements "Successor Guarantor") will be a corporation, partnership, trust or limited liability company organized and existing under the laws of clause the United States of America, any State of the United States or the District of Columbia and such Person (a)(2)if not such Subsidiary Guarantor) shall not apply will expressly assume, by supplemental indenture, executed and delivered to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose ofTrustee, all or substantially all the obligations of such Subsidiary Guarantor under its assets, in one Subsidiary Guarantee; (b) immediately after giving effect to such transaction or a series (and treating any Indebtedness that becomes an obligation of related transactions, to, any Person; or (3) permit any Person to merge with or into such the Successor Guarantor, unless (1) (i) the other surviving or transferee Person is the Company or any Restricted Subsidiary that is as a result of such transaction as having been Incurred by such Successor Guarantor or becomes a Guarantor concurrently such Restricted Subsidiary at the time of 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 Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the transactionIndenture; oror (ii) the transaction is made in compliance with Section 3.8.

Merger and Consolidation. Section 11.01 of the Base Indenture shall be superseded in its entirety by this Section 4.2 with respect to the Notes. (a) The Company will not consolidate with or merge with or into, or sell, 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) The Company is the surviving Person or the resulting, surviving or transferee Person or lessee (the “Successor Company”) will be is a corporation corporation, limited liability company, partnership or similar entity organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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 Company) will expressly assumeassumes, by an indenture supplemental indenture, executed and delivered thereto satisfactory to the Trustee, all the obligations of the Company under the Notes and this the Indenture; (2) immediately after giving pro forma effect to such transaction or transactions (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 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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (43) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture. For purposes of this Indenture Section 4.2(a), the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and an Opinion assets of Counsel 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 effect that such supplemental indenture (if any) is a legal transfer of all or substantially all of the properties and binding agreement enforceable against assets 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. (b) . The Successor Company will succeed to, and be substituted for, the Company, and may exercise every right all of the rights and power ofpowers of the Company, under the Indenture. The Company will be relieved of all obligations and covenants under the Notes and this the Indenture. (c) Notwithstanding ; provided that, in the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer case of a lease of all or part substantially all of its properties and or assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdictionwill not be released from the obligation to pay the principal of and interest on the Notes. (db) The foregoing provisions (other than Subject to Section 3.3, the requirements of clause (a)(2)) shall Company will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) into, or sell, convey, transfer or dispose of, all or substantially all its assetslease, in one transaction or a series of related transactions, todirectly or indirectly, all or substantially all of its assets to any Person unless: (1) such Subsidiary Guarantor is the surviving Person or the resulting, surviving or transferee Person or lessee is a corporation, limited liability company, partnership or similar entity organized and existing under the laws of the United States of America, any PersonState thereof or the District of Columbia and the resulting, surviving or transferee Person (if not such Subsidiary) expressly assumes, by a guarantee agreement in the form of a supplemental indenture satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee; (2) immediately after giving pro forma effect to such transaction or transactions (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; orand (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently transfer and such guarantee agreement (if any) comply with the transaction; orIndenture.

Merger and Consolidation. (a) The Company SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. will not consolidate with with, or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets to, in one transaction any Person. (b) No Proceeds Loan Borrower will consolidate with, or a series merge with or into, or convey, transfer or lease all or substantially all of related transactionstheir assets to, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of any member of the state of the European Union that is a member of the European Union on the date of this Agreement, Bermuda, the Cayman Islands, or the United States of America, any State of the United States or the District of Columbia (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 Companysuch Proceeds Loan Borrower) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assume all the obligations of the Company such Proceeds Loan Borrower under the Notes applicable Proceeds Loan and this Indenturethe Covenant Agreement; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) either (a) immediately after giving effect to such transaction, either (a) the applicable Company, UPC NL Holdco and an Affiliate Covenant Party, or such Successor Company Company, would be able to Incur at least an additional $€1.00 of Indebtedness pursuant to Section 3.2(a4.09(b) hereof, 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 Net Leverage Ratio of the Company Company, UPC NL Holdco and its Restricted Subsidiaries an Affiliate Covenant Party, or such Successor Company, would not be higher no greater than it was that of the Company, UPC NL Holdco and an Affiliate Covenant Party immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee Facility Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture the Accession Notice (if any) comply with this Indenture and an Opinion of Counsel to the effect 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 Officers’ Certificate as to compliance with Section 5.01(b)(2) and Section 5.01(b)(3) above and as to any matters of fact, including as to satisfaction of clauses (2) and (3) above. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets and its Subsidiaries’ assets (taken as a whole) to, in one transaction or a series of related transactions, to any Person, unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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) Columbia, and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes, this Indenture and any Registration Rights Agreement; provided that in the case where the Successor Company is not a corporation, a co-obligor on the Notes and this Indentureis a corporation; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would have a Consolidated Coverage Ratio equal to or greater than the Consolidated Coverage Ratio of the Company immediately prior to such transaction or would be able to Incur at least an additional $1.00 of Indebtedness pursuant under Section 4.09(a) provided that this clause (3) will not be applicable to Section 3.2(a) hereof, (b) any merger with a Subsidiary solely for the Fixed Charge Coverage Ratio purpose and with the sole effect of reincorporating 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactionin another jurisdiction; and (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture and an and, in the case of the Opinion of Counsel to the effect Counsel, that such supplemental indenture (if any) is a legal and the valid, binding agreement obligation of the Successor Company, enforceable against the Successor Company; provided that Company 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. (b) accordance with its terms. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes Notes, this Indenture and this Indentureany Registration Rights Agreement, and the predecessor Company (except in the case of a lease of all or substantially all its assets) will be released from the obligation to pay the principal of and interest on the Notes. (cb) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence)In addition, the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into into, or convey, transfer or lease all or substantially all of its assets to any Person; orPerson unless: (1) immediately after giving effect to such transaction (and, in the case of Section 5.01(b)(2)(x) below, treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; oreither:

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation Person organized and existing under the laws of any member state of the European Union, or the United States of America, any State of the United States or the District of Columbia (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 Columbia, Canada or any province of the Notes under this Indenture) Canada, Norway or Switzerland and the Successor Company (if not the such Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and Notes, this Indenture, the Security Documents and any 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 owned by or transferred to such Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (3) immediately after giving effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.09(a) hereof, 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) 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 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 Company under the Notes and this Indenture, the Notes, the Security Documents and any Intercreditor Agreement, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this Indenture, the Notes, the Security Documents or any Intercreditor Agreement. (cd) Notwithstanding the preceding clauses Section 5.01(a)(2), (a)(23) and (a)(34) (which do not apply to transactions referred to in this sentenceSection 5.01(d)), (ia) 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 a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiib) 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. Notwithstanding the preceding clauses (a)(2Section 5.01(a)(2) and (a)(33) (which do not apply to the transactions referred to in this sentenceSection 5.01(d)), the Company may consolidate or otherwise combine with or merge 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 clause (a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes Securities, this Indenture and this Indenturethe Registration 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 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 and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, (aA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) hereof, ); or (bB) the Fixed Charge Consolidated Coverage Ratio of the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect such transaction; (4) each Subsidiary 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 Subsidiary Guarantee shall apply to such transaction or (c) Person’s obligations in respect of this Indenture and the Consolidated Total Leverage Ratio of the Company Securities and its Restricted Subsidiaries would not obligations under the Registration Rights Agreement shall continue to be higher than it was immediately prior to giving effect to such transactionin effect; and (45) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this 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 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. The predecessor Company will be released from its obligations under this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) , but, in the case of a 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. Notwithstanding the preceding clauses clause (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence3), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (iix) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iiiy) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine merge with or merge into an Affiliate incorporated solely for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than jurisdiction to realize tax benefits; provided that, in the requirements case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clause (a)(25)) shall . In addition, the Company will not apply permit any Subsidiary Guarantor to the creation of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or with, merge with or into any Person (other than another Subsidiary Guarantor) and will not permit the conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary Guarantor (other than another Subsidiary Guarantor) unless: (a) if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person will be 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 shall have confirmed by supplemental indenture that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and the obligations under the Registration Rights Agreement shall continue to be in effect; (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 or Event of Default shall have occurred and be continuing; and (c) the Company 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 indenture (if any) comply with this Indenture; or (2) sellin the event the transaction results in the release of the Subsidiary’s Note Guarantee under Section 11.2(b), convey, transfer or dispose of, all or substantially all its assets, the transaction is made in one compliance with Section 3.5 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction or a series of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently in accordance with the transaction; orterms of this Indenture needs to be applied in accordance therewith at such time).

Merger and Consolidation. (a) The Company No Parent Guarantor will not consolidate with with, or merge with or into, or convey, transfer or lease all or substantially all of its assetsassets to, in one transaction or a series of related transactions, to any PersonPerson (other than any other Parent Guarantor), unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, partnership, trust or limited liability company organized and existing under the laws of England and Wales, any member state of the European Union on the Issue Date, Bermuda, the Cayman Islands, or the United States of AmericaStates, any State of the United States or the District of Columbia (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 Companysuch Parent Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee and as set forth in Exhibit E hereto, all the obligations of the Company such Parent Guarantor under the Notes and this IndentureIndenture and expressly assume all obligations of such Parent Guarantor under the Security Documents to which it is a party and the Intercreditor Deeds pursuant to agreements reasonably satisfactory 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 Default or Event of Default shall have occurred and be continuing; (3) either (A) immediately after giving effect to such transaction, either the Company (a) or such Successor Company), the applicable Successor Company Affiliate Issuer and the Restricted Subsidiaries would be able to Incur at least an additional $£1.00 of Indebtedness pursuant to Section 3.2(a4.09(a)(1) 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 (cB) the Consolidated Total Net Leverage Ratio of the Company (or 133 such Successor Company), the Affiliate Issuer and its the Restricted Subsidiaries calculated in accordance with Section 4.09(a)(1) would not be higher no greater than it was that of the Company, the Affiliate Issuer and the Restricted Subsidiaries immediately prior to giving effect to such transaction; and (4) the Company or the Affiliate Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply complies with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor CompanyIndenture; provided that in giving an Opinion of Counselsuch opinion, such counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of compliance with clauses (2) and (3) aboveof Section 5.01(a) and as to any matters of fact. (b) Neither the Issuer nor the Affiliate Issuer will consolidate with, or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (1) the Successor Company will be a corporation, partnership, trust or limited liability company organized and existing under the laws of England and Wales, any member state of the European Union on the Issue Date, Bermuda, the Cayman Islands, or the United States, any State of the United States or the District of Columbia and the Successor Company (if not the Issuer or the Affiliate Issuer, as applicable) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee and as set forth in Exhibit E hereto, all the obligations of the Issuer or the Affiliate Issuer, as applicable, under the Notes and this Indenture and expressly assume all obligations of the Issuer or the Affiliate Issuer, as applicable, under the Security Documents to which it is a party and the Intercreditor Deeds pursuant to agreements reasonably satisfactory to the Trustee; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the 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 effect to such transaction, the Company, the Affiliate Issuer (or such Successor Company, if applicable) and the Restricted Subsidiaries (including such Successor Company, if applicable) would be able to Incur at least an additional £1.00 of Indebtedness pursuant to Section 4.09(a)(1) or (B) the Consolidated Net Leverage Ratio of the Company, the Affiliate Issuer (or such Successor Company, if applicable) and the Restricted Subsidiaries (including such Successor Company, if applicable) calculated in accordance with Section 4.09(a)(1) would be no greater than that of the Company, the Affiliate Issuer and the Restricted Subsidiaries immediately prior to giving effect to such transaction; and (4) the Issuer or the Affiliate Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with this Indenture; provided that in giving such opinion, such counsel may rely on an Officer’s Certificate as to compliance with clauses (2) and (3) of Section 5.01(b) as to any matters of fact. 134 (c) A Subsidiary Guarantor will not consolidate with, or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, other than the Company, the Affiliate Issuer or another Subsidiary Guarantor or other than in connection with a transaction that does not constitute an Asset Disposition or a transaction that is permitted under 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 (2) either: (A) the Successor Company assumes all the obligations of that Guarantor under its Note Guarantee, this Indenture, the Intercreditor Deeds and the Security Documents to which such Guarantor is a party pursuant to agreements reasonably satisfactory to the Trustee; or (B) the Net Cash Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture. (d) 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 Issuer or a Guarantor, which properties and assets, if held by the Issuer or such Guarantor, as applicable, instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer or such Guarantor, as applicable, on a Consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer or such Guarantor, as applicable. (e) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company relevant Guarantor or the Issuer, as the case may be, under the Notes and this Indenture, and upon such substitution, the predecessor to such Successor Company will be released from its obligations under this Indenture and the Notes, but, in the case of a lease of all or substantially all its assets, the predecessor to such Successor Company will not be released from the obligation to pay the principal of and interest on the Notes. (cf) Notwithstanding the preceding clauses The provisions set forth in this Section 5.01 shall not restrict (a)(2) and (a)(3) (which do shall not apply to transactions referred to in this sentence), to): (i1) the Company may consolidate or otherwise combine any Restricted Subsidiary that is not a Subsidiary Guarantor from consolidating with, merge merging or liquidating into or transfer transferring all or part substantially all of its properties and assets to the Company, the Issuer, the Affiliate Issuer, a Subsidiary Guarantor or any other Restricted Subsidiary that is not a Subsidiary Guarantor, ; (ii2) any Restricted Subsidiary may consolidate Guarantor from merging or otherwise combine with, merge liquidating into or transfer transferring all or part of its properties and assets to the Company Company, the Issuer, the Affiliate Issuer or a another Subsidiary Guarantor; (3) any consolidation or merger of the Issuer into any Guarantor; provided that, for the purposes of this clause (3) of Section 5.01(f), if the Issuer is not the surviving entity of such merger or consolidation, the relevant Guarantor will assume the obligations of the Issuer under the Notes, this Indenture, the Intercreditor Deeds, any Additional Intercreditor Deeds and the Security Documents and clauses (1) and (iii4) under Section 5.01(b) shall apply to such transaction; (4) any Restricted Subsidiary may consolidate or otherwise combine Parent Guarantor from consolidating with, merge merging into or transfer transferring all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Parent Guarantor; (5) any consolidation, merger or transfer of assets effected as part of the preceding clauses Post- 135 Closing Reorganizations; (a)(26) any Solvent Liquidation; and (a)(37) (which do not apply to the transactions referred to in this sentence), the Company may consolidate Issuer or otherwise combine any Guarantor consolidating into or merging or combining with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Companysuch entity, reincorporating the Company such entity in another jurisdiction. (d) The foregoing provisions (other than , or changing the requirements legal form of such entity; provided that, for the purposes of this clause (a)(27) of Section 5.01(f), clauses (1), (2) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary. and (e4) No Guarantor may: under Section 5.01(a) or Section 5.01(b) or clauses (1) consolidate with or merge with or into any Person; or (2) sellunder Section 5.01(c), conveyas the case may be, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to, shall apply to any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or.

Merger and Consolidation. (a) The Company will shall not consolidate with or merge with or intointo or wind up into (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of the properties and assets of the Company and its assetsRestricted Subsidiaries, taken as a whole, in one transaction or a series of more related transactions, to any Person, Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) is the Company or Parent or will be a corporation corporation, limited liability company or partnership organized and existing under the laws of the United States of America, any State of the United States or States, the District of Columbia (or any territory of the United States; provided that the Successor Company may be if such Person is not a limited liability company if an entity organized as corporation, such Person shall immediately cause a Subsidiary that is a corporation is to be added as a co-issuer of the Notes under this Indenture; (2) and the Successor Company (if not other than the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, assumes all of the obligations of the Company under the Notes and this Indenture; (2) immediately after giving effect Indenture pursuant to such transaction (and treating any Indebtedness that becomes an obligation of a supplemental indenture or other documentation or instruments in forms reasonably satisfactory to 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 continuingTrustee; (3) immediately after giving effect to such transaction, either no Default or Event of Default shall have occurred and be continuing; (a4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-fiscal-quarter period, (i) the applicable Successor Company would be able to Incur at least an additional $1.00 of additional Indebtedness pursuant to Section 3.2(a) hereof4.09(a), or (bii) the Fixed Charge Coverage Ratio for the Successor Company would be equal to or greater than such ratio for the Company immediately prior to such transaction; (5) each Note Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have confirmed in writing to the Trustee that its Note Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes; and (6) the Successor Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the supplemental indenture or other documentation referenced in clause (2) comply with this Indenture. Notwithstanding the preceding clauses (3) and (4), (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Company, and (2) the Company may merge with Parent or an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction. (b) the Company shall not permit any Note Guarantor to consolidate with or merge with or into or wind up into (whether or not the Note Guarantor is the surviving corporation), or sell, assign, convey, transfer or otherwise dispose of all or substantially all of its properties and its Restricted Subsidiaries would not assets to any Person (other than to the Company or another Note Guarantor) unless: (a) if such entity remains a Note Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) will be lower 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, the District of Columbia or any other territory thereof; (b) the Successor Guarantor, if other than it was immediately prior such Note Guarantor, expressly assumes all the obligations of such Note Guarantor under the Notes and this Indenture pursuant to giving effect to such transaction a supplemental indenture or other documents or instruments; (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; and and (4d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect 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 and (2) the transaction is made in compliance with Section 4.10 (it being understood that only such portion of the Net Available Cash as is required to be applied on the date of such transaction in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and (3) abovethis Section 5.01. (bc) The Subject to certain limitations described in this Indenture, the Successor Guarantor shall succeed to, and be substituted for, such Note Guarantor under this Indenture and the Note Guarantee of such Note Guarantor. Notwithstanding the foregoing, any Note Guarantor may (x) merge with or into or transfer all or part of its properties and assets to another Note Guarantor, the Company will or Parent, or (y) merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Note Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Note Guarantor and its Restricted Subsidiaries is not increased thereby. (d) For purposes of this Section 5.01, the sale, lease, assignment, conveyance, 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. (e) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of a Note Guarantor in accordance with this Section 5.01, such Note Guarantor shall be released automatically from its obligations under this Indenture and the Note Guarantee and the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company Note Guarantor under this Indenture and the Notes and this Indenture. (c) Notwithstanding Note Guarantee, but, in the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply to the creation case of a new Subsidiary as a Restricted Subsidiary. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sell, convey, transfer or dispose of, lease of all or substantially all its of the properties and assets, in one transaction or a series such Note Guarantor shall not be released from the obligation to pay the principal of related transactions, to, any Person; or (3) permit any Person to merge with or into such Guarantor, unless (1) (i) and interest on the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; orNotes.

Merger and Consolidation. (a) The Company Issuer will not not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets, assets in one transaction or a series of related transactionstransactions to, to any Person, Person unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation corporation, limited liability company, limited liability partnership, limited company, or other similar organization organized and existing under the laws of (x) the United States of America, America (or any State of the United States state thereof or the District of Columbia Columbia) or (y) the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda, the Cayman Islands or Singapore, 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 CompanyIssuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, the Registrar and Paying Agent, all the obligations of the Company Issuer under the Indenture and the 2036 Notes and this Indenture(and, if the Successor Company is not a corporation, the Issuers shall cause a corporate co-issuer to become a co-obligor on the 2036 Notes); (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; (3ii) immediately after giving effect to such transaction, either (a) the applicable Successor Company would no Default shall have occurred and be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transactioncontinuing; and (4iii) the Company Issuers shall have delivered to the Trustee Trustee, Registrar and Paying Agent an Officer’s Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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) aboveIndenture. (b) The Successor Company Co-Obligor will succeed tonot, and be substituted fordirectly or indirectly, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; orPerson unless: (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 with or into such Guarantor, unless (1) (i) (A) the other resulting, surviving or transferee Person is (the Company or any Restricted Subsidiary that is “Successor Co-Obligor”) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor or becomes a Guarantor concurrently with the transaction; orunder its Note Guarantee;

Merger and Consolidation. (a) The Company Borrower 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 its assets to, any Person, unless: (1i) the resulting, surviving or transferee Person (the “Successor Company”"SUCCESSOR BORROWER") will shall be a corporation Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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 CompanyBorrower) will shall expressly assume, by supplemental indenturepursuant to a joinder agreement to this Agreement and supplements to the Loan Documents or other documents or instruments in form and substance satisfactory to the Administrative Agent, executed and delivered to the TrusteeAdministrative Agent, all the obligations of the Company Borrower under this Agreement and the Notes and this Indentureother Loan Documents; (2ii) immediately after giving pro forma effect to such transaction (and treating any Indebtedness that which becomes an obligation of the applicable Successor Company Borrower or any Restricted Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable such Successor Company Borrower or such Restricted Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing; (3iii) immediately after giving pro forma effect to such transaction, either (aA) the applicable Successor Company Borrower would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a6.01(a) hereof, or (bB) there would be no increase in the Fixed Charge Coverage Consolidated Leverage Ratio of the Company and its Restricted Subsidiaries would not be lower than it was compared to that immediately prior to giving effect to such transaction or (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; provided, however, that this clause (iii) will not be applicable to (x) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Borrower or to another Restricted Subsidiary or (B) the Borrower merging with an Affiliate of the Borrower solely for the purpose and with the sole effect of reincorporating the Borrower in another jurisdiction; and (4iv) the Company Borrower shall have delivered to the Trustee Administrative Agent an Officer’s Officers' Certificate and an Opinion of Counsel, each to the effect stating that such consolidation, merger or transfer and such supplemental indenture joinder agreement and such supplements to the Loan Documents and other documents or instruments (if any) comply with this Indenture Agreement and an Opinion the other Loan Documents. For purposes of Counsel this paragraph (a), 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 such Subsidiaries, would constitute all or substantially all of the properties and assets of the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower. The Successor Borrower will be the successor to the effect that such supplemental indenture (if any) is a legal Borrower 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. (b) The Successor Company will shall succeed to, and be substituted for, and may exercise every right and power of, the Company Borrower under this Agreement and the Notes other Loan Documents, and this Indenturethe predecessor Borrower, except in the case of a lease transaction, shall be released from its obligations hereunder and thereunder. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (db) 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. (e) No Guarantor may: (1) consolidate with or merge with or into any Person; or (2) sellinto, or convey, transfer or dispose of, all or substantially all its assetslease, in one transaction or a series of related transactions, to, any Person; or (3) permit all or substantially all of its assets to any Person to merge with or into such Guarantor, unless: (1) (i) the other resulting, surviving or transferee Person is (if not such Subsidiary) shall be a Person organized and existing under the Company laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any Restricted State thereof or the District of Columbia, and such Person shall expressly assume, by a supplement to the Guarantee, Collateral and Intercreditor Agreement or other guaranty agreement and supplements to the Loan Documents or other documents or instruments, in each case in a form and substance satisfactory to the Administrative Agent, all the obligations of such Subsidiary, if any, under its Subsidiary Guarantee and the other Loan Documents; provided, however, that is the foregoing shall not apply in the case of a Subsidiary Guarantor (A) that has been disposed of in its entirety to another Person (other than to the Borrower or a Subsidiary of the Borrower), whether through a merger, consolidation or sale of Capital Stock or assets or (B) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Borrower provides an Officers' Certificate to the Administrative Agent to the effect that the Borrower will comply with its obligations under Section 6.05 in respect of such disposition; (ii) 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 Guarantor concurrently 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 (iii) the Borrower delivers to the Administrative Agent an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplement to the Guarantee, Collateral and Intercreditor Agreement or other guaranty agreement and such supplements to the Loan Documents and other documents or instruments, if any, comply with this Agreement and the transaction; orother Loan Documents.

Merger and Consolidation. (a) The Company 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 resulting, surviving or transferee Person (the “Successor Company”) will be a corporation organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia (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 Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes and this Indenture; (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 effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) 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 (c) the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to such transaction; and (4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel 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. (b) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture. (c) Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) consolidate with or merge 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 with or into such Guarantor, unless (1) (i) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (i) either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to the transaction, no 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.

Merger and Consolidation. (a) The Company will 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 resulting, surviving or transferee Person (the “Successor Company”) will shall be a corporation Person organized and existing under the laws of the United States of America, any State of the United States thereof or the District of Columbia (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 Company) will shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee and the Collateral Trustee, in form satisfactory to the Trustee and the Collateral Trustee, all the obligations of the Company under the Notes Securities and this Indenturethe Note Documents; (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 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 transactiontransaction and any related financing transactions, either (aA) the applicable Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a4.03(a) hereof, or (bB) the Fixed Charge Consolidated Coverage Ratio of the Successor Company is equal to or greater than the Consolidated 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 Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to giving effect to before such transaction; and; (4) the Company shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each to the effect stating that such sale, disposition, consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel Indenture; and (5) the Successor Company shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the effect Successor Company to be subject to the Parity Liens in the manner and to the extent required under the Note Documents; 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. shall not be applicable to (bA) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company, (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction in the United States or (C) as long as PetroQuest L.L.C. is at the time a Restricted Subsidiary of the Company, the consolidation or merger of the Company with or into PetroQuest L.L.C. or the transfer of all or part of the properties of the Company to PetroQuest L.L.C. so long as (if the Successor Company is not itself, following the consummation of such transaction, a corporation) a corporation that is a Subsidiary of PetroQuest L.L.C. shall become a co-obligor of the Securities and shall have confirmed, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and 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 properties and assets of the Company. 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 Company under this Indenture and the Notes other Note Documents, and this Indenturethe predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest and Additional Interest, if any, on the Securities. (cb) Notwithstanding Except in a transaction resulting in the preceding clauses (a)(2) and (a)(3) (which do not apply to transactions referred to in this sentence), (i) the Company may consolidate or otherwise combine with, merge into or transfer all or part release of its properties and assets to a Subsidiary Guarantee of a Subsidiary Guarantor, (ii) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor and (iii) 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. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company may consolidate shall not permit any Subsidiary Guarantor to sell or otherwise combine with dispose of all or merge into an Affiliate incorporated for the purpose substantially all of changing the legal domicile of the Companyits assets, reincorporating the Company in another jurisdiction. (d) 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. (e) No Guarantor may: (1) or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company or another Subsidiary Guarantor) unless: (1) immediately after giving effect to such transaction or transactions, on a pro forma basis (and treating any Person; orIndebtedness 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; (2) sellthe Person acquiring the assets in such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) (the “Successor Guarantor”) (A) shall be a Person organized and existing under the laws of the jurisdiction under which the Subsidiary was organized or under the laws of the United States of America, conveyor any state thereof or the District of Columbia and (B) assumes all obligations of the Subsidiary Guarantor under its Subsidiary Guarantee (by a Guaranty Agreement), transfer this Indenture and all Note Documents to which it is a party pursuant to agreements or dispose of, all or substantially all its assets, instruments satisfactory in one transaction or a series of related transactions, to, any Person; orform to the Trustee; (3) permit any Person to merge with or into such the Successor Guarantor, unlessif applicable, shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Successor Guarantor to be subject to the Parity Liens in the manner and to the extent required under the Note Documents and shall deliver an Opinion of Counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee or Collateral Trustee, as applicable, may reasonably request; (1) (i4) the other Person is Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger and Subsidiary Guarantee of the Successor Guarantor complies with this Indenture; and (5) the Company or any Restricted Subsidiary provides a certificate from an authorized officer of the Company to the Trustee to the effect that is a Guarantor or becomes a Guarantor concurrently the Company will comply with the obligations under Section 4.06 with respect to such transaction; or.