Common use of Merger, Consolidation or Sale of All or Substantially All Assets Clause in Contracts

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and (y) 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing no New Subsidiary Guarantor may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Company or such New Subsidiary Guarantor is the surviving corporation), or nor sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than to the Company or another Subsidiary Guarantor) unless: (1i) either if such entity remains a Subsidiary Guarantor, the resulting, surviving or transferee Person (athe “Successor Guarantor”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership partnership, trust or limited liability company organized or and existing under the laws of the United StatesStates of America, any state thereofState of the United States, the District of Columbia, Columbia or any other territory thereof thereof; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”ii) and the Successor Note Guarantor (Guarantor, if other than the Guaranteeing Subsidiary) such New Subsidiary Guarantor, expressly assumes all the obligations of such New Subsidiary Guarantor under the Guaranteeing Subsidiary under this Indenture Notes and the Guaranteeing Subsidiary’s applicable Note Guarantee Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (iv) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; andor (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers transaction is made in compliance with Section 4.10 of the Guaranteeing Subsidiary and Indenture (it being understood that only such portion of the Note Guarantors occurring from and after Net Available Cash as is required to be applied on the Issue Date (excluding Transfers date of such transaction in connection accordance with the Transactionsterms of the Indenture needs to be applied in accordance therewith at such time), or excluded from the definition of “Asset Sale,” and, if applicable, Section 5.01 of the Indenture.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Indenture; or (v) the transaction is made in compliance with Section 4.09 of Default existsthe Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made or is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the Collateral Documents and the Intercreditor Agreements and such Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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 state of jurisdictions, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, amendments, supplements to any Collateral Documents or other instruments relating to the applicable Collateral Documents or new Collateral Documents, if any) , comply with the IndentureIndenture and the Collateral Documents; and (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under this Indenture and the Collateral Documents; (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the such Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreements. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Merger Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions (collectivelyfor the avoidance of doubt, a “Transfer”) other than the Transactions), to any Person unless: (xA) the Issuer Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, merger or wind up (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any Note Guarantor territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (yB) the aggregate amount of Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers obligations of the Guaranteeing Subsidiary under the Indenture and the Note Guarantors occurring from Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; and (C) immediately after such transaction, no Default exists; or (ii) the transaction is made in compliance with Section 4.10 of the Indenture; (b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and after be substituted for, the Issue Date Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, (excluding Transfers i) the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer and (ii) the Guaranteeing Subsidiary may merge with an Affiliate solely for the purpose or effect of reorganizing the Guaranteeing Subsidiary in connection with a state or commonwealth of the Transactions)United States, the District of Columbia or any territory thereof.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuer shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuer.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and (y) 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1i) either (aA) such Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (A) and the Successor Note Guarantor (Person, if other than the such Guaranteeing Subsidiary) , expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2B) immediately after such transaction, no Default exists; and (C) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuer shall have delivered or caused to be delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a such Guaranteeing Subsidiary may merge, amalgamate merge into or consolidate with an Affiliate incorporated solely for the purpose transfer all or part of reincorporating the Guaranteeing Subsidiary in its properties and assets to another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary Guarantor or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such the Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a the Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a the Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and (y) 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the a Guaranteeing Subsidiary may not, and the Issuer will not permit the a Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the a Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Original Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary Subsidiaries and the Note Guarantors occurring from and after the Original Issue Date (excluding Transfers in connection with the Merger Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such the Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a the Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a the Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will The Company shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge or amalgamate with or into or wind up into (whether or not the Guaranteeing Subsidiary Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions totransactions, to any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor No Borrower (if other than the Guaranteeing SubsidiaryCompany) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guaranteewill, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary Borrower Representative will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoingpermit any such Borrower to, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge or amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person unless such Borrower is the surviving company. (collectivelyc) No Guarantor will, and the Borrower Representative will not permit any such Guarantor to, consolidate or merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the “TransferSuccessor Guarantor”) to (xother than the Transactions) unless (i) the Issuer surviving company (or company to which such assets are transferred) in such liquidation, merger, amalgamation, sale, transfer or other disposition is a Borrower (other than the Company) or a Guarantor residing in the same country of origin; or (ii): (A) such sale or disposition or consolidation, merger or amalgamation is not in violation of Section 6.5; (B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Note of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or (y) any Restricted such Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer transaction) no Default or Event of Default shall have occurred and be continuing; (C) the Successor Guarantor (if other than a Borrower (other than the Company) or a Guarantor) shall have delivered or caused to be delivered to the Administrative Agent an Officer’s Certificate stating and an opinion of counsel (which may be subject to customary assumptions and exclusions) that such consolidation, merger, amalgamation or transfer complies with this Agreement; and (D) the Successor Guarantor expressly assumes all the obligations of such Borrower under this Agreement and the other Loan Documents, pursuant to clause a Guarantor Joinder Agreement. The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Agreement and such Guarantor’s obligations and Guarantee. Notwithstanding the foregoing, (x) a Guarantor (other than a Canadian Loan Party) may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Borrower or Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of such Guarantor is not increased thereby, (y) a Guarantor may merge or amalgamate or consolidate with or transfer all or part of its properties or assets to a Borrower or another Guarantor with the aggregate amount same country of all such Transfers since origin and (z) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and jurisdiction of organization of such Borrower or Guarantor or any of the Note Guarantors occurring from and after the Issue Date jurisdictions set forth in clause (excluding Transfers in connection with the Transactions)x) of this sentence.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the any Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the a Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (b) and the Successor Note Guarantor (Person, if other than the such Guaranteeing Subsidiary) , expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of Trustee and the IndentureAgents; (2c) immediately after such transaction, no Default exists; (d) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations set forth in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the any Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the such Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the a Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (b) and the Successor Note Guarantor (Person, if other than the such Guaranteeing Subsidiary) , expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of Trustee and the IndentureAgents; (2c) immediately after such transaction, no Default exists; (d) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee and the Registrar an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; (e) to the extent any assets of the Guarantor which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and (3f) immediately after such transactionthe Collateral owned by or transferred to the Successor Person shall (i) continue to constitute Collateral under this Indenture and the Security Documents, no Default or Event (ii) be subject to the Lien for the benefit of Default exists.the Holders of the Notes, and (iii) not be subject to any Lien other than Liens not prohibited under this Indenture; or (ii) the transaction is made in compliance with Section 4.10 of the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the an Issuer or Guaranteeing Subsidiary is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than to give effect to the Connect Transactions) unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, ; the District of Columbia, or any territory thereof thereof, the Netherlands, the United Kingdom, Switzerland, any member state of the European Union as of the Issue Date or the jurisdiction of organization of any Guaranteeing Subsidiary (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)an Issuer.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of Neither the Indenture, the Guaranteeing Partnership nor any Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate Guarantor shall consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation)any Person, or sell, lease, convey, assign, transfertransfer or otherwise dispose of, in any transaction or series of related transactions, all or substantially all of its assets to any Person (other than a consolidation or merger of the Partnership and one or more Subsidiary Guarantors or of two or more Subsidiary Guarantors, or a sale, lease, convey conveyance, assignment, transfer or otherwise dispose other disposition of all or substantially all of its properties or the assets in of the Partnership to one or more related transactions toSubsidiary Guarantors or of a Subsidiary Guarantor to the Partnership or one or more other Subsidiary Guarantors), any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary Partnership or such PersonSubsidiary Guarantor, as the case may be, being herein called shall be the “Successor Note Guarantor”continuing Person or (b) and the Successor Note Guarantor Person (if other than the Guaranteeing SubsidiaryPartnership or such Subsidiary Guarantor) formed by such consolidation or into which the Partnership or such Subsidiary Guarantor is merged, or to which such sale, lease, conveyance, assignment, transfer or other disposition shall be made (collectively, the “Successor”), is organized under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, and expressly assumes by supplemental indenture, in the case of the Partnership, the due and punctual payment of the principal of, premium (if any) and interest on all the obligations Notes of each series and the performance of the Guaranteeing Partnership’s covenants and obligations under this Indenture and such Notes, or, in the case of such Subsidiary Guarantor, the performance of the Note Guarantee and such Subsidiary Guarantor’s covenants and obligations under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation Notes of Section 4.10 of the Indenture;any series; and (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after giving effect to such transactiontransaction or series of transactions, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, shall have occurred and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all continuing or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerwould result therefrom. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the an Issuer or Guaranteeing Subsidiary is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, ; the District of Columbia, or any territory thereof thereof, the Netherlands, the United Kingdom, Switzerland, any member state of the European Union as of the Issue Date or the jurisdiction of organization of any Guaranteeing Subsidiary (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)an Issuer.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary Note Guarantor may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Company or Note Guarantor is the surviving corporation), or sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than to the Company or another Note Guarantor) unless: (1i) either if such entity remains a Note Guarantor, the resulting, surviving or transferee Person (athe “Successor Guarantor”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership partnership, trust or limited liability company organized or and existing under the laws of the United StatesStates of America, any state thereofState of the United States, the District of Columbia, Columbia or any other territory thereof thereof; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”ii) and the Successor Note Guarantor (Guarantor, if other than the Guaranteeing Subsidiary) such Note Guarantor, expressly assumes all the obligations of such Note Guarantor under the Guaranteeing Subsidiary under this Indenture Notes and the Guaranteeing Subsidiary’s applicable Note Guarantee Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2iii) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; (iv) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3v) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 and Section 5.01 of Default existsthe Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary such Note Guarantor under the Indenture and the Guaranteeing Subsidiarysuch Note Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) any Note Guarantor may merge into or transfer all or part of its properties and assets to another Note Guarantor or the Company or merge with a Guaranteeing Restricted Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated of the Company solely for the purpose of reincorporating the Guaranteeing Subsidiary such Note Guarantor in another state a State of the United States, the District of Columbia or any territory of the United States so States, as long as the amount of Indebtedness, Preferred Stock and Disqualified Stock Indebtedness of the Guaranteeing Subsidiary such Note Guarantor is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerthereby. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary The Borrower may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Borrower and the Restricted Subsidiaries, taken as a whole, in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary the Borrower is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof thereof; provided that if such Person is not a corporation, such Person shall be required to cause a subsidiary of such Person that is a corporation to be a co-obligor of the Obligations (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorBorrower”); (ii) and the Successor Note Guarantor (Borrower, if other than the Guaranteeing Subsidiary) Borrower, expressly assumes all the obligations of the Guaranteeing Subsidiary such Borrower under this Indenture Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee Collateral Documents pursuant to a supplemental indenture supplement to this Agreement or other documents documents, agreements or instruments in form reasonably satisfactory to the TrusteeAdministrative Agent and shall cause such amendments, supplements or (b) other instruments to be executed, filed, and recorded in such sale jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or disposition transferred to the Successor Borrower, together with such financing statements or consolidation, amalgamation 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 merger is not in violation of Section 4.10 a similar document under the Uniform Commercial Code or other similar statute or regulation of the Indenturerelevant states or jurisdictions; (2iii) immediately after such transaction no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 8.02(a); (v) each Guarantor, unless it is a Subsidiary Guarantor that is the other party to the transactions described above, in which Section 8.04(a)(ii) above shall apply, shall have by supplement to this Agreement confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement and its obligations under the Collateral Documents shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (vi) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower shall have delivered or caused to be delivered to the Trustee Administrative Agent an Officer’s Certificate and an Opinion opinion of Counselcounsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (supplements, if any) , comply with this Agreement and, if a supplement to this Agreement or any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the Indentureapplicable provisions of this Agreement and the Collateral Documents; (vii) to the extent any assets of the Person which is merged or consolidated with or into the Successor Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Borrower will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Agreement or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Collateral Documents; and (3viii) immediately after such transactionthe Collateral owned by or transferred to the Successor Borrower shall: (A) continue to constitute Collateral under this Agreement and the Collateral Documents, (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, no Default or Event of Default existsthe Administrative Agent and the other Secured Parties; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower will succeed to, and be substituted for, the Guaranteeing Subsidiary for such Borrower under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee, Obligations and the Guaranteeing Subsidiary Borrower (if not the Successor Borrower) will automatically be fully released and discharged from its obligations under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note GuaranteeCollateral Documents but, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary Borrower will not be released from the obligation to pay the principal of and interest on the Obligations. (c) In addition, the Borrower will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its obligations under the Note Guarantee. Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (d) Notwithstanding the foregoingforegoing clauses (a)(iii) and (a)(iv), (i) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or any Restricted Subsidiary; (1ii) any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or a Guaranteeing Subsidiary Guarantor; and (iii) the Borrower may merge, amalgamate or consolidate merge with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary Borrower in another state State of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (ce) In addition, notwithstanding the foregoingFor purposes of this Section, the Guaranteeing Subsidiary may consolidatesale, amalgamate or merge with or into or wind up intolease, or sellconveyance, assignassignment, transfer, lease, convey or otherwise dispose 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. (f) Notwithstanding anything to the contrary herein, any Subsidiary with a value of less than $250,000 may liquidate or dissolve or change its properties or assets (collectively, a “Transfer”) to (x) legal form if the Issuer or any Note Guarantor or (y) any Restricted Subsidiary Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not a Note Guarantor; provided that at materially disadvantageous to the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers interests of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Secured Parties.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee Guarantee, as the case may be, and the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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 or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) or any supplement to any Collateral Documents comply with the Indenture and Collateral Documents and if a supplemental indenture or supplement, as applicable, is required in connection with such transaction, such supplement shall comply with the applicable provisions of the Indenture; and; (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) the Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to a Lien of the same priority as the other Liens on the Collateral securing the Notes in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and Indenture, the Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreement and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and Indenture, the Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreement, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreement. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary Subsidiary, Intermediate Holdings or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and (y) 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (a) such the Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (b) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of Trustee and the IndentureAgents; (2c) immediately after such transaction, no Default exists; (d) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee and the Registrar an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; (e) to the extent any assets of the Guarantor which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; and (3f) immediately after such transactionthe Collateral owned by or transferred to the Successor Person shall (i) continue to constitute Collateral under this Indenture and the Security Documents, no Default or Event (ii) be subject to the Lien for the benefit of Default exists.the Holders of the Notes, and (iii) not be subject to any Lien other than Liens not prohibited under this Indenture; or (ii) the transaction is made in compliance with Section 4.10 of the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of Neither the Indenture, the Guaranteeing Partnership nor any Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate Guarantor shall consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation)any Person, or sell, lease, convey, assign, transfertransfer or otherwise dispose of, in any transaction or series of related transactions, all or substantially all of its assets to any Person (other than a consolidation or merger of the Partnership and one or more Subsidiary Guarantors or of two or more Subsidiary Guarantors, or a sale, lease, convey conveyance, assignment, transfer or otherwise dispose other disposition of all or substantially all of its properties or the assets in of the Partnership to one or more related transactions toSubsidiary Guarantors or of a Subsidiary Guarantor to the Partnership or one or more other Subsidiary Guarantors), any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary Partnership or such PersonSubsidiary Guarantor, as the case may be, being herein called shall be the “Successor Note Guarantor”continuing Person or (b) and the Successor Note Guarantor Person (if other than the Guaranteeing SubsidiaryPartnership or such Subsidiary Guarantor) formed by such consolidation or into which the Partnership or such Subsidiary Guarantor is merged, or to which such sale, lease, conveyance, assignment, transfer or other disposition shall be made (collectively, the “Successor”), is organized under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, and expressly assumes by supplemental indenture, in the case of the Partnership, the due and punctual payment of the principal of, premium (if any) and interest on all the obligations Notes of each series and the performance of the Guaranteeing Partnership’s covenants and obligations under this Indenture and such Notes, or, in the case of such Subsidiary Guarantor, the performance of the Note Guarantee and such Subsidiary Guarantor’s covenants and obligations under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation Notes of Section 4.10 of the Indentureany series; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have delivered occurred and be continuing or caused to be would result therefrom; and (3) the Partnership has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer disposition and such supplemental indenture (indenture, if any) comply with the , do not violate this Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will WeWork Inc. shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary WeWork Inc. is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or and assets of WeWork Inc., taken as a whole, in one or more related transactions totransactions, to any Person unless: (1) either the resulting, surviving or transferee Person (athe “Successor Parent”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership corporation or limited liability company organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof ; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”2) and the Successor Note Guarantor Parent (if other than the Guaranteeing SubsidiaryWeWork) expressly assumes all of the obligations of the Guaranteeing Subsidiary WeWork Inc. under the Second Lien Exchangeable Notes and this Second Lien Exchangeable Notes Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (23) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) WeWork Inc. or, if applicable, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamationmerger, merger winding up or transfer disposition, and such supplemental indenture (indenture, if any) , comply with the this Second Lien Exchangeable Notes Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent will succeed to, and be substituted for, WeWork Inc. under this Second Lien Exchangeable Notes Indenture, the Guaranteeing Subsidiary under the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeSecond Lien Exchangeable Notes, as applicable, and the Guaranteeing Subsidiary WeWork Inc. will automatically be released and discharged from its obligations under this Second Lien Exchangeable Notes Indenture, the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeSecond Lien Exchangeable Notes, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerapplicable. (c) In addition, notwithstanding Notwithstanding the foregoing, WeWork Inc. may consolidate with or merge with or into the Guaranteeing Subsidiary may consolidate, amalgamate Company or any other Guarantor that is a Domestic Subsidiary. (d) The Company shall not consolidate with or merge with or into or wind up intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, leaselease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, convey taken as a whole, in one or more related transactions, to any Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia, and if such entity is not a corporation, a co-obligor of the Second Lien Exchangeable Notes is a corporation organized or existing under such laws; (2) the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Second Lien Exchangeable Notes, this Second Lien Exchangeable Notes Indenture and the Security Documents pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (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-quarter period, the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be better than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor (unless it is the other party to the transactions described above, in which case Section 5.01(f)(1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under this Second Lien Exchangeable Notes Indenture, the Second Lien Exchangeable Notes and the Security Documents; and (6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with this Second Lien Exchangeable Notes Indenture. (e) Notwithstanding clauses (3) and (4) of Section 5.01(d): (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary provided that such surviving Restricted Subsidiary shall be a Domestic Subsidiary; and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another state of the United States or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. (f) The Company shall not permit any Guarantor that is a Subsidiary of the Company to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or assets more related transactions, to any Person (collectivelyother than to the Company or another Guarantor) unless: (1) (a) if such entity remains a Guarantor, a the resulting, surviving or transferee Person (the “TransferSuccessor Guarantor”) to is a Person (xother than an individual) organized and existing under the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and United States, any state thereof or the Note Guarantors occurring from and after District of Columbia or the Issue Date (excluding Transfers in connection with the Transactions).laws under which such Guarantor was formed;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from 509335-1996-14206-13941291 its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will WeWork Inc. shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary WeWork Inc. is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or and assets of WeWork Inc., taken as a whole, in one or more related transactions totransactions, to any Person unless: (1) either the resulting, surviving or transferee Person (athe “Successor Parent”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership corporation or limited liability company organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof ; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”2) and the Successor Note Guarantor Parent (if other than the Guaranteeing SubsidiaryWeWork) expressly assumes all of the obligations of the Guaranteeing Subsidiary WeWork Inc. under the Third Lien Exchangeable Notes and this Third Lien Exchangeable Notes Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (23) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) WeWork Inc. or, if applicable, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamationmerger, merger winding up or transfer disposition, and such supplemental indenture (indenture, if any) , comply with the this Third Lien Exchangeable Notes Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent will succeed to, and be substituted for, WeWork Inc. under this Third Lien Exchangeable Notes Indenture, the Guaranteeing Subsidiary under the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeThird Lien Exchangeable Notes, as applicable, and the Guaranteeing Subsidiary WeWork Inc. will automatically be released and discharged from its obligations under this Third Lien Exchangeable Notes Indenture, the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeThird Lien Exchangeable Notes, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerapplicable. (c) In addition, notwithstanding Notwithstanding the foregoing, WeWork Inc. may consolidate with or merge with or into the Guaranteeing Subsidiary may consolidate, amalgamate Company or any other Guarantor that is a Domestic Subsidiary. (d) The Company shall not consolidate with or merge with or into or wind up intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, leaselease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, convey taken as a whole, in one or more related transactions, to any Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia, and if such entity is not a corporation, a co-obligor of the Third Lien Exchangeable Notes is a corporation organized or existing under such laws; (2) the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Third Lien Exchangeable Notes, this Third Lien Exchangeable Notes Indenture and the Security Documents pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (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-quarter period, the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be better than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor (unless it is the other party to the transactions described above, in which case Section 5.01(f)(1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under this Third Lien Exchangeable Notes Indenture, the Third Lien Exchangeable Notes and the Security Documents; and (6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with this Third Lien Exchangeable Notes Indenture. (e) Notwithstanding clauses (3) and (4) of Section 5.01(d): (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary provided that such surviving Restricted Subsidiary shall be a Domestic Subsidiary; and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another state of the United States or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. (f) The Company shall not permit any Guarantor that is a Subsidiary of the Company to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or assets more related transactions, to any Person (collectivelyother than to the Company or another Guarantor) unless: (1) (a) if such entity remains a Guarantor, a the resulting, surviving or transferee Person (the “TransferSuccessor Guarantor”) to is a Person (xother than an individual) organized and existing under the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and United States, any state thereof or the Note Guarantors occurring from and after District of Columbia or the Issue Date (excluding Transfers in connection with the Transactions).laws under which such Guarantor was formed;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Eighteenth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or part nership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Eighteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Eighteenth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Eighteenth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Eighteenth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Eighteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (a) such the Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (b) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of Trustee and the IndentureAgents; (2c) immediately after such transaction, no Default exists; and (d) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Eighth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Eighth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Eighth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Eighth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Eighth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Eighth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee Guarantee, as the case may be, and the Collateral Documents and the Intercreditor Agreement pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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 or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) or any supplement to any Collateral Documents comply with the Indenture and Collateral Documents and if a supplemental indenture or supplement, as applicable, is required in connection with such transaction, such supplement shall comply with the applicable provisions of the Indenture; and; (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) the Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under this Indenture and the Collateral Documents; (B) be subject to a Lien of the same priority as the other Liens on the Collateral securing the Notes in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the Indenture, such Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreement and such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Indenture, such Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreement, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreement. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary Subsidiary, Intermediate Holdings or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and (y) 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Twenty-Fifth Twenty-Fifth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Twenty-Fifth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Twenty-Fifth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Twenty-Fifth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Twenty-Fifth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Twenty-Fifth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary such Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporationentity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Indenture; or (v) the transaction is made in compliance with Section 4.11 of Default existsthe Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating redomiciling the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding thereof. Nothwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at trust organized or existing under the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)jurisdiction of organization of such Guarantor.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may Borrower will not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate directly or indirectly: (1) consolidate or merge with or into or wind up into another Person (whether or not the Guaranteeing Subsidiary Borrower is the surviving corporation), ; or (2) sell, assign, transfer, leaseconvey, convey lease or otherwise dispose of all or substantially all of its the properties or assets of Borrower and its Subsidiaries, taken as a whole, in one or more related transactions totransactions, any to another Person unless: (1) either either: (a) such Guaranteeing Subsidiary Borrower is the surviving Person corporation; or (b) the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have has been made is a corporation, partnership corporation or limited liability company organized or existing under the laws of the United States, any state thereof, of the United States or the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor Person formed by or surviving any such consolidation or merger (if other than Borrower) or the Guaranteeing Subsidiary) shall have delivered Person to which such sale, assignment, transfer, conveyance or caused other disposition has been made expressly assumes all of Borrower’s Obligations under this Agreement and the other Credit Documents pursuant to be delivered agreements reasonably satisfactory to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the IndentureAdministrative Agent; and (3) immediately after after, and upon giving effect to, such transaction, no Default or Event of Default exists. (b) Except Section 6.4(a)(3) will not apply to: (1) a merger of Borrower with an Affiliate solely for the purpose of reorganizing Borrower in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Borrower and its Restricted Subsidiaries. (c) Upon any consolidation or amalgamation by Borrower with, or merger of Borrower into, any other Person or any conveyance, transfer or lease of the properties and assets of Borrower as otherwise provided or substantially as an entirety to any Person in the Indentureaccordance with Section 6.4(a) or 6.4(b), the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will successor Person formed by such consolidation or amalgamation or into which Borrower is merged, or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Agreement with the Guaranteeing Subsidiary under the Indenture same effect, as if such successor Person had been named as Borrower herein; and the Guaranteeing Subsidiary’s applicable Note Guaranteethereafter, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but except in the case of a lease of all or substantially all of its assetslease, the Guaranteeing Subsidiary will not predecessor Person shall be released from its obligations all Obligations and covenants under this Agreement and the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerother Credit Documents. (cd) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary A Guarantor may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey not sell or otherwise dispose of all or substantially all of its properties assets to another Person (other than to Borrower or assets another Guarantor), or consolidate with or merge with or into another Person (collectivelyother than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), a “Transfer”in either case, unless: (1) to immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (x2) the Issuer Person acquiring the property in any such sale or disposition or the Person formed by or surviving any Note such consolidation or merger (if other than the Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor or under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (y3) any Restricted Subsidiary that if the surviving Person is not Borrower or a Note Guarantor; provided that , at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Guarantor or such surviving Person and an opinion of counsel, each to the effect that such Transfer pursuant consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to clause (y) the aggregate amount of all such Transfers since the Issue Date transaction have been complied with; provided that this paragraph shall not exceed apply to any Guarantor that has been unconditionally released and discharged from the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers Guaranty in connection accordance with the Transactions)this Agreement.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the The Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof Columbia (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuer shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Sections 4.10(a)(1) and (2) of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under this Indenture and such Guarantor’s Guarantee, and in such event, such Guarantor will automatically be released and discharged from its obligation under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate merge into or merge with or into or wind up into, into or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuer.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Sixteenth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Sixteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Sixteenth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Sixteenth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Sixteenth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Sixteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary The Borrower may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Borrower and the Restricted Subsidiaries, taken as a whole, in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary the Borrower is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof thereof; provided that if such Person is not a corporation, such Person shall be required to cause a subsidiary of such Person that is a corporation to be a co-obligor of the Obligations (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorBorrower”); (ii) and the Successor Note Guarantor (Borrower, if other than the Guaranteeing Subsidiary) Borrower, expressly assumes all the obligations of the Guaranteeing Subsidiary such Borrower under this Indenture Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee Collateral Documents pursuant to a supplemental indenture supplement to this Agreement or other documents documents, agreements or instruments in form reasonably satisfactory to the TrusteeAdministrative Agent and shall cause such amendments, supplements or (b) other instruments to be executed, filed, and recorded in such sale jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or disposition transferred to the Successor Borrower, together with such financing statements or consolidation, amalgamation 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 merger is not in violation of Section 4.10 a similar document under the Uniform Commercial Code or other similar statute or regulation of the Indenturerelevant states or jurisdictions; (2iii) immediately after such transaction no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 7.02; (v) each Guarantor, unless it is a Subsidiary Guarantor that is the other party to the transactions described above, in which (a)(ii) above shall apply, shall have by supplement to this Agreement confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement and its obligations under the Collateral Documents shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (vi) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower shall have delivered or caused to be delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (supplements, if any) , comply with this Agreement and, if a supplement to this Agreement or any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the Indentureapplicable provisions of this Agreement and the Collateral Documents; (vii) to the extent any assets of the Person which is merged or consolidated with or into the Successor Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Borrower will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Agreement or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Collateral Documents; and (3viii) immediately after such transactionthe Collateral owned by or transferred to the Successor Borrower shall: (A) continue to constitute Collateral under this Agreement and the Collateral Documents, (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, no Default or Event of Default existsthe Administrative Agent and the other Secured Parties; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower will succeed to, and be substituted for, the Guaranteeing Subsidiary for such Borrower under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee, Obligations and the Guaranteeing Subsidiary Borrower (if not the Successor Borrower) will automatically be fully released and discharged from its obligations under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note GuaranteeCollateral Documents but, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary Borrower will not be released from the obligation to pay the principal of and interest on the Obligations. (c) In addition, the Borrower will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its obligations under the Note Guarantee. Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (d) Notwithstanding the foregoingforegoing clauses (a)(iii) and (a)(iv), (i) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or any Restricted Subsidiary; (1ii) any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or a Guaranteeing Subsidiary Guarantor; and (iii) the Borrower may merge, amalgamate or consolidate merge with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary Borrower in another state State of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (ce) In addition, notwithstanding the foregoingFor purposes of this Section, the Guaranteeing Subsidiary may consolidatesale, amalgamate or merge with or into or wind up intolease, or sellconveyance, assignassignment, transfer, lease, convey or otherwise dispose 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. (f) Notwithstanding anything to the contrary herein, any Subsidiary with a value of less than $250,000 may liquidate or dissolve or change its properties or assets (collectively, a “Transfer”) to (x) legal form if the Issuer or any Note Guarantor or (y) any Restricted Subsidiary Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not a Note Guarantor; provided that at materially disadvantageous to the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers interests of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Secured Parties.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary each Note Guarantor may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Company or a Note Guarantor is the surviving corporation), or sell, assign, transferconvey, lease, convey transfer or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person (other than to the Company or another Note Guarantor) unless: (1i) either if such entity remains a Note Guarantor, the resulting, surviving or transferee Person (athe “Successor Guarantor”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership partnership, trust or limited liability company organized or and existing under the laws of the United StatesStates of America, any state thereofState of the United States, the District of Columbia, Columbia or any other territory thereof thereof; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”ii) and the Successor Note Guarantor (Guarantor, if other than the Guaranteeing Subsidiary) such Note Guarantor, expressly assumes all the obligations of such Note Guarantor under the Guaranteeing Subsidiary under this Indenture Notes and the Guaranteeing Subsidiary’s applicable Note Guarantee Indenture pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2iii) immediately after giving effect to such transaction, no Default of Event of Default shall have occurred and be continuing; (iv) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3v) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 and Section 5.01 of Default existsthe Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary such Note Guarantor under the Indenture and the Guaranteeing Subsidiarysuch Note Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) any Note Guarantor may merge into or transfer all or part of its properties and assets to another Note Guarantor or the Company or merge with a Guaranteeing Restricted Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated of the Company solely for the purpose of reincorporating the Guaranteeing Subsidiary such Note Guarantor in another state a State of the United States, the District of Columbia or any territory of the United States so States, as long as the amount of Indebtedness, Preferred Stock and Disqualified Stock Indebtedness of the Guaranteeing Subsidiary such Note Guarantor is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerthereby. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporationPerson), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company Person organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a one or more supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indentureinstruments; (2C) immediately after such transaction, no Default or Event of Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuer shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a the Guaranteeing Subsidiary may merge(i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, any state thereof, the District of Columbia or any territory thereof, (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another such Guaranteeing Subsidiary or (iv) liquidate or dissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer. (c, in each case, without regard to the requirements set forth in this Section 4 or Section 5.01(c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Indenture.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the The Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1except in compliance with Section 5.01(d) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a the Guaranteeing Subsidiary may merge(i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as jurisdiction of organization of such Guarantor. 5. Releases. The Guarantee of the amount Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of Indebtednessthe Guaranteeing Subsidiary’s Guarantee, Preferred Stock and Disqualified upon: (A) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may mergeincluding any sale, amalgamate exchange or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In additiontransfer), notwithstanding the foregoing, after which the Guaranteeing Subsidiary may consolidate, amalgamate is no longer a Restricted Subsidiary or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose sale of all or substantially all of its properties or the assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; (B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; (C) the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.07 of the Indenture and the Note Guarantors occurring from and after definition of “Unrestricted Subsidiary” in the Issue Date Indenture; or (excluding Transfers D) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in connection accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the Transactions)terms of the Indenture; and (2) the delivery by the Guaranteeing Subsidiary to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will The Company shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person, and the Company may not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions toif such transaction or series of transactions would, any Person in the aggregate, result in a sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person, in either case unless: : (1i) either (a) such Guaranteeing Subsidiary the Company is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia, ; (ii) the Person formed by or surviving any territory thereof (the Guaranteeing Subsidiary such consolidation or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor merger (if other than the Guaranteeing SubsidiaryCompany) expressly or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Guaranteeing Subsidiary Company under the Notes and this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in a form reasonably satisfactory to the Trustee, ; (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (b) such sale or disposition or consolidation, amalgamation or merger is and treating any Indebtedness not in violation of Section 4.10 previously an obligation of the Indenture; (2) Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion time of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction), no Default or Event of Default exists. shall have occurred and be continuing; and (biv) Except as otherwise provided except in the Indenturecase of a consolidation or merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Successor Note Guarantor Company or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing SubsidiaryCompany), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will succeed toshall have Total Assets immediately after the transaction equal to or greater than the Total Assets of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be substituted for, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but test set forth in the case first paragraph of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note GuaranteeSection 4.09 hereof. Notwithstanding the foregoingforegoing clauses (iii) and (iv), (1a) a Guaranteeing any Restricted Subsidiary may mergeconsolidate with, amalgamate merge into or consolidate transfer all or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerjurisdiction. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of Neither the Indenture, the Guaranteeing Partnership nor any Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate Guarantor shall consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation)any Person, or sell, lease, convey, assign, transfertransfer or otherwise dispose of, in any transaction or series of related transactions, all or substantially all of its assets to any Person (other than a consolidation or merger of the Partnership and one or more Subsidiary Guarantors or of two or more Subsidiary Guarantors, or a sale, lease, convey conveyance, assignment, transfer or otherwise dispose other disposition of all or substantially all of its properties or the assets in of the Partnership to one or more related transactions toSubsidiary Guarantors or of a Subsidiary Guarantor to the Partnership or one or more other Subsidiary Guarantors), any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary Partnership or such PersonSubsidiary Guarantor, as the case may be, being herein called shall be the “Successor Note Guarantor”continuing Person or (b) and the Successor Note Guarantor Person (if other than the Guaranteeing SubsidiaryPartnership or such Subsidiary Guarantor) formed by such consolidation or into which the Partnership or such Subsidiary Guarantor is merged, or to which such sale, lease, conveyance, assignment, transfer or other disposition shall be made (collectively, the “Successor”), is organized under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, and expressly assumes by supplemental indenture, in the case of the Partnership, the due and punctual payment of the principal of, premium (if any) and interest on all the obligations Notes and the performance of the Guaranteeing Partnership’s covenants and obligations under this Indenture and such Notes, or, in the case of such Subsidiary Guarantor, the performance of the Note Guarantee and such Subsidiary Guarantor’s covenants and obligations under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the IndentureNotes; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have delivered occurred and be continuing or caused to be would result therefrom; and (3) the Partnership has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer disposition and such supplemental indenture (indenture, if any) comply with the , do not violate this Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Second Supplemental Indenture, none of the Guaranteeing Subsidiary Subsidiaries may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Second Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Second Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Second Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Second Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Second Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the a Guaranteeing Subsidiary may not, and the Issuer will not permit the a Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Collateral Documents and the Intercreditor Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by the Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, amendments, supplements to any Collateral Documents or other instruments relating to the applicable Collateral Documents or new Collateral Documents, if any) , comply with the Indenture; andIndenture and the Collateral Documents; (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under the Indenture and the Collateral Documents; (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreements. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the a Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary Subsidiaries and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Merger Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may The Initial Borrower shall not, and the Issuer will not permit the Guaranteeing Subsidiary tono Specified Co-Borrower shall, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Initial Borrower or such Specified Co-Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (determined on a consolidated basis), in one or more related transactions totransactions, to any Person unless: (1) either (a) the Initial Borrower (in the case of any transaction involving the Initial Borrower) or such Guaranteeing Subsidiary Specified Co-Borrower (in the case of any transaction involving such Specified Co-Borrower (other than any transaction involving the Initial Borrower)) is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryInitial Borrower or such Specified Co-Borrower, as the case may be) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary Initial Borrower, such Specified Co-Borrower or such Person, Person as the case may be, being herein called the “Successor Note GuarantorCompany”) and and, if such entity is not a corporation, a co-obligor of the Obligations is a corporation organized or existing under such laws; (b) the Successor Note Guarantor Company (if other than the Guaranteeing SubsidiaryInitial Borrower or such Specified Co-Borrower, as the case may be) expressly assumes all the obligations of the Guaranteeing Subsidiary such Person under this Indenture Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant other Loan Documents to which it is a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indentureparty; (2c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; (d) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four quarter period either: (i) the Successor Note Guarantor Company would be permitted to Incur at least $1.00 of additional Indebtedness as Ratio Debt; or (ii) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would not be less than such ratio for the Initial Borrower and its Restricted Subsidiaries immediately prior to such transaction; (e) if the Successor Company is an entity other than the Guaranteeing SubsidiaryInitial Borrower or such Specified Co-Borrower, each Guarantor (unless it is the other party to the transactions described above) shall have delivered or caused by a Guarantor Joinder Agreement confirmed that its Guarantee shall apply to be the Successor Company’s obligations under this Agreement and the other Loan Documents; and (f) the Borrower Representative shall have delivered to the Trustee Administrative Agent an Officer’s Certificate and an Opinion opinion of Counsel, each counsel (which may be subject to customary assumptions and exclusions) stating that such consolidation, amalgamation, merger or transfer complies with this Agreement and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the other Loan Documents. The Successor Note Guarantor Company (if other than the Guaranteeing SubsidiaryInitial Borrower or a Specified Co-Borrower, as the case may be) will succeed to, and be substituted for, the Guaranteeing Subsidiary applicable Borrower under this Agreement and in such event the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary Borrower will automatically be released and discharged from its obligations under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note Guaranteeother Loan Documents and “Initial Borrower” or “Co-Borrower”, but in as the case may be, shall refer to the Successor Company. Notwithstanding clauses (c) and (d) of this Section 7.8, (A) any Borrower may consolidate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a lease liquidation) of all or substantially all part of its assets, the Guaranteeing properties and assets to any Restricted Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, and (1B) a Guaranteeing Subsidiary any Borrower may merge, amalgamate merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating the Guaranteeing Subsidiary or reorganizing a Borrower in another state of the United States, the District of Columbia or any territory of the United States so long as States. No Guarantor or Subject Co-Borrower will, and the amount of IndebtednessInitial Borrower will not permit any Guarantor or Subject Co-Borrower to, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up intointo (whether or not such Guarantor or Subject Co-Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person (collectively, a herein called the “TransferSuccessor Entity”) to unless (xi) the Issuer surviving company (or company to which such assets are transferred) in such liquidation, merger, sale, transfer or other disposition is a Borrower or a Guarantor; or (ii): (1) such sale or disposition or consolidation or merger is not in violation of Section 7.5; (2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Entity or any Note Guarantor of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Entity or (y) any Restricted such Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant transaction) no Default or Event of Default shall have occurred and be continuing; (3) the Successor Entity (if other than such Guarantor or Subject Co-Borrower) shall have delivered or caused to clause be delivered to the Administrative Agent an Officer’s Certificate stating and an opinion of counsel (which may be subject to customary assumptions and exclusions) that such consolidation, merger or transfer complies with this Agreement; and (4) the Successor Entity expressly assumes all the obligations of such Guarantor or Subject Co-Borrower, as applicable, under this Agreement and the other Loan Documents. The Successor Entity will succeed to, and be substituted for, such Guarantor or such Subject Co-Borrower under this Agreement and (if applicable) such Guarantor’s Guarantee, and such Guarantor or Subject Co-Borrower will automatically be released and discharged from its obligations under this Agreement and (if applicable) such Guarantor’s Guarantee. Notwithstanding the foregoing, (x) a Guarantor or Subject Co-Borrower may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor or such Subject Co-Borrower in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of the Guarantor or Subject Co-Borrower is not increased thereby, (y) a Guarantor or Subject Co-Borrower may merge or consolidate with or transfer all or part of its properties or assets to another Guarantor or a Borrower and (z) a Guarantor or Subject Co-Borrower may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and jurisdiction of organization of such Guarantor or such Subject Co-Borrower or any of the Note Guarantors occurring from and after the Issue Date jurisdictions set forth in clause (excluding Transfers in connection with the Transactions)x) of this sentence.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Collateral Documents and the Intercreditor Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, amendments, supplements to any Collateral Documents or other instruments relating to the applicable Collateral Documents or new Collateral Documents, if any) , comply with this Indenture and the Indenture; andCollateral Documents; (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreements. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Merger Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will The Company shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge or amalgamate with or into or wind up into (whether or not the Guaranteeing Subsidiary Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions totransactions, to any Person unless: Person. other than the merger, consolidation or amalgamation of any Restricted Subsidiary into (1or with) either (a) such Guaranteeing Subsidiary the Company in a transaction in which the Company is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor No Borrower (if other than the Guaranteeing SubsidiaryCompany) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guaranteewill, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary Borrower Representative will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoingpermit any such Borrower to, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge or amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person unless such Borrower (collectivelyor another Borrower) is the surviving companyPerson. (c) No Guarantor will, and the Borrower Representative will not permit any such Guarantor to, consolidate or merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose (including in connection with a liquidation) of all or substantially all of its properties or assets in one or more related transactions to, any Person (herein called the “TransferSuccessor Guarantor”) to (xother than the Transactions) unless (i) the Issuer surviving company (or company to which such assets are transferred) in such liquidation, merger, amalgamation, sale, transfer or other disposition is a Borrower (other than the Company) or a Guarantor residing in the same country of origin; or (ii): (A) such sale or disposition or consolidation, merger or amalgamation is not in violation of Section 6.5; (B) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Note of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or (y) any Restricted such Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer transaction) no Default or Event of Default shall have occurred and be continuing; (C) the Successor Guarantor (if other than a Borrower (other than the Company) or a Guarantor) shall have delivered or caused to be delivered to the Administrative Agent an Officer’s Certificate stating and an opinion of counsel (which may be subject to customary assumptions and exclusions) that such consolidation, merger, amalgamation or transfer complies with this Agreement; and (D) the Successor Guarantor expressly assumes all the obligations of such BorrowerGuarantor under this Agreement and the other Loan Documents, pursuant to clause a Guarantor Joinder Agreement. The Successor Guarantor will succeed to, and be substituted for, such Guarantor under this Agreement and such Guarantor’s Guarantee, obligations under this Agreement and such Guarantor’s Guarantee. Notwithstanding the foregoing, (x) a Guarantor (other than a Canadian Loan Party) may merge or consolidate with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Borrower or Guarantor in another state of the United States, the District of Columbia or any territory of the United States, so long as the amount of Indebtedness of such Guarantor is not increased thereby, (y) a Guarantor may merge or amalgamate or consolidate with or transfer all or part of its properties or assets to a Borrower or another Guarantor with the aggregate amount same country of all such Transfers since origin and (z) a Guarantor may convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and jurisdiction of organization of such Borrower or Guarantor or any of the Note Guarantors occurring from and after the Issue Date jurisdictions set forth in clause (excluding Transfers in connection with the Transactions)x) of this sentence.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) 5.01 of the Indenture, the no Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless:Person. (1b) either (a) such Guaranteeing Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Subsidiary is Guarantor in accordance with Section 5.01 of the surviving Person or Indenture, the Person successor corporation formed by such consolidation or surviving any into or with which the Issuer or such consolidationSubsidiary Guarantor, amalgamation or merger (if other than the Guaranteeing Subsidiary) as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been is made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the Guaranteeing provisions of the Indenture referring to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor corporation and not to the Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under the Indenture with the same effect as if such successor Person had been named as the Issuer or a Subsidiary Guarantor, as applicable, herein; provided that any predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but Notes except in the case of a lease of all or substantially all of its assetssale, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assignassignment, transfer, lease, convey conveyance or otherwise dispose other disposition of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and Issuer’s assets that meets the Note Guarantors occurring from and after requirements of Section 5.01 of the Issue Date (excluding Transfers in connection with the Transactions)Indenture.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the a Guaranteeing Subsidiary may not, and the Issuer will not permit the a Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) . Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) . In addition, notwithstanding the foregoing, the a Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary Subsidiaries and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the The Issuer will not permit the Guaranteeing Subsidiary to, consolidate, consolidate with or amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Issuer is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or and assets of the Issuer and the Guarantors, taken as a whole, in one or more related transactions transactions, to, any Person unless: (1) either the resulting, surviving or transferee Person (athe “Successor Company”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership or limited liability company organized or and existing under the laws of the United States, any state thereof, the District of Columbia, Canada or any province or territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and thereof; provided that if the Successor Note Guarantor Company is not a corporation, such Successor Company shall be required to cause a subsidiary of such Successor Company to be a co-obligor of the Notes; (2) the Successor Company (if other than the Guaranteeing SubsidiaryIssuer) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 all of the obligations of the Issuer under the Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreements and the Successor Company will 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 Personal Property Security Act or other similar statute or regulation of the relevant jurisdictions; (23) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Issuer, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer, the Successor Company or such Restricted Subsidiary at the time of 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-quarter period, either (i) the Issuer or the Successor Note Company, as applicable, would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) or the Consolidated Leverage Ratio would be at least 0.25 to 1.0 less than such Consolidated Leverage Ratio prior to such transaction; and (ii) either the Consolidated First-Lien Coverage Ratio is no greater than 2.0 to 1.0 or the Consolidated First-Lien Leverage Ratio would be at least 0.25 to 1.0 less than such Consolidated First-Lien Leverage Ratio immediately prior to such acquisition, merger or consolidation; (5) if the Successor Person is not the Issuer, each Guarantor (if unless it is the other than party to the Guaranteeing Subsidiarytransactions above, in which case clause (1) shall apply) shall have delivered or caused by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreements shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such 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 Personal Property Security Act or other similar statute or regulation of the relevant jurisdictions; (6) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and, if any supplement to any Collateral Document is required in connection with such transaction, that such supplement complies with the Indentureapplicable provisions of this Indenture and the Collateral Documents; (7) to the extent the assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Company will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Collateral Documents; and (38) the Collateral owned by or transferred to the Successor Company shall: (a) immediately after such transactioncontinue to constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, no Default or Event the Trustee and the Holders of Default existsthe Notes, and (c) not be subject to any Lien other than Permitted Liens. (b) Except Notwithstanding the preceding clauses (3) and (4) of Section 5.01(a): (1) any Restricted Subsidiary may consolidate with, amalgamate, merge with or into or transfer all or part of its properties and assets to the Issuer or a Subsidiary Guarantor so long as otherwise provided in no Capital Stock of the Indenture, the Successor Note Guarantor (if Restricted Subsidiary is distributed to any Person other than the Guaranteeing SubsidiaryIssuer or a Subsidiary Guarantor; and (2) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary Issuer may merge, amalgamate or consolidate merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Issuer in another state province or territory of Canada; provided that, in the United Statescase of a Restricted Subsidiary that merges or amalgamates into the Issuer, the District Issuer will not be required to comply with clause (6) of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the IssuerSection 5.01(a). (c) In addition, notwithstanding each Guarantor will not, and the foregoingIssuer will not permit any Subsidiary Guarantor to, the Guaranteeing Subsidiary may consolidate, consolidate with or amalgamate or merge with or into or wind up intointo (whether or not the Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or assets more related transactions, to any Person (collectively, a “Transfer”) other than to (x) the Issuer or a Subsidiary Guarantor) unless: (1) if such entity remains a Guarantor: (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of Canada or any Note province or territory thereof; (b) the Successor Guarantor, if other than such Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under such Guarantor’s Guarantee, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreements 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 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 Personal Property Security Act or other similar statute or regulation of the relevant jurisdictions; (c) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or (y) any Restricted Subsidiary that is not as a Note Guarantor; provided that result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of each such Transfer pursuant to clause transaction), no Default of Event of Default shall have occurred and be continuing; and (yd) the aggregate Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; and (2) if such transaction constitutes an Asset Disposition, the transaction is made in compliance with the covenant described under 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), to the extent applicable. (d) Notwithstanding the foregoing, any Subsidiary Guarantor may (i) amalgamate or merge with or into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Issuer or (ii) merge with a Restricted Subsidiary of the Issuer solely for the purpose of reincorporating the Subsidiary Guarantor in Canada or any province or territory thereof, as long as the amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiaries is not increased thereby. (e) For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including or substantially all Transfers of the Guaranteeing Subsidiary properties and assets of one or more Subsidiaries of the Note Guarantors occurring from Issuer, which properties and after assets, if held by the Issue Date (excluding Transfers in connection with Issuer instead of such Subsidiaries, would constitute all or substantially all of the Transactions)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.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Tenth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Tenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Tenth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Tenth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Tenth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Tenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and 5.0(y) 9.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will WeWork Inc. shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary WeWork Inc. is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or and assets of WeWork Inc., taken as a whole, in one or more related transactions totransactions, to any Person unless: (1) either the resulting, surviving or transferee Person (athe “Successor Parent”) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership corporation or limited liability company organized or and existing under the laws of the United States, any state thereof, thereof or the District of Columbia, or any territory thereof ; (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”2) and the Successor Note Guarantor Parent (if other than the Guaranteeing SubsidiaryWeWork) expressly assumes all of the obligations of the Guaranteeing Subsidiary WeWork Inc. under the First Lien Notes and this First Lien Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (23) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (4) WeWork Inc. or, if applicable, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamationmerger, merger winding up or transfer disposition, and such supplemental indenture (indenture, if any) , comply with the this First Lien Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Parent will succeed to, and be substituted for, WeWork Inc. under this First Lien Indenture, the Guaranteeing Subsidiary under the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeFirst Lien Notes, as applicable, and the Guaranteeing Subsidiary WeWork Inc. will automatically be released and discharged from its obligations under this First Lien Indenture, the Indenture Parent Guarantee and the Guaranteeing Subsidiary’s applicable Note GuaranteeFirst Lien Notes, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerapplicable. (c) In addition, notwithstanding Notwithstanding the foregoing, WeWork Inc. may consolidate with or merge with or into the Guaranteeing Subsidiary may consolidate, amalgamate Company or any other Guarantor that is a Domestic Subsidiary. (d) The Company shall not consolidate with or merge with or into or wind up intointo (whether or not the Company is the surviving corporation), or sell, assign, convey, transfer, leaselease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, convey taken as a whole, in one or more related transactions, to any Person unless: (1) the resulting, surviving or transferee Person (the “Successor Company”) is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia, and if such entity is not a corporation, a co-obligor of the First Lien Notes is a corporation organized or existing under such laws; (2) the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the First Lien Notes, this First Lien Indenture and the Security Documents pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (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-quarter period, the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be better than or equal to such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; (5) each Guarantor (unless it is the other party to the transactions described above, in which case Section 5.01(f)(1) shall apply) shall have by supplemental indenture confirmed that its Note Guarantee shall apply to such Successor Company’s obligations under this First Lien Indenture, the First Lien Notes and the Security Documents; and (6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with this First Lien Indenture. (e) Notwithstanding clauses (3) and (4) of Section 5.01(d): (1) any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Company or any other Restricted Subsidiary provided that such surviving Restricted Subsidiary shall be a Domestic Subsidiary; and (2) the Company may merge with an Affiliate of the Company solely for the purpose of reincorporating or forming the Company in another state of the United States or the District of Columbia, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. (f) The Company shall not permit any Guarantor that is a Subsidiary of the Company to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or assets more related transactions, to any Person (collectivelyother than to the Company or another Guarantor) unless: (1) (a) if such entity remains a Guarantor, a the resulting, surviving or transferee Person (the “TransferSuccessor Guarantor”) to is a Person (xother than an individual) organized and existing under the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers laws of the Guaranteeing Subsidiary and United States, any state thereof or the Note Guarantors occurring from and after District of Columbia or the Issue Date (excluding Transfers in connection with the Transactions).laws under which such Guarantor was formed;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will The Company shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person, and the Company may not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions toif such transaction or series of transactions would, any Person in the aggregate, result in a sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person, in either case unless: : (1i) either (a) such Guaranteeing Subsidiary the Company is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia, ; (ii) the Person formed by or surviving any territory thereof (the Guaranteeing Subsidiary such consolidation or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor merger (if other than the Guaranteeing SubsidiaryCompany) expressly or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Guaranteeing Subsidiary Company under the Notes and this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in a form reasonably satisfactory to the Trustee, ; (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (b) such sale or disposition or consolidation, amalgamation or merger is and treating any Indebtedness not in violation of Section 4.10 previously an obligation of the Indenture; (2) Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion time of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction), no Default or Event of Default exists. shall have occurred and be continuing; and (biv) Except as otherwise provided except in the Indenturecase of a consolidation or merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Successor Note Guarantor Company or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up intoCompany), or sellto which such sale, assignassignment, transfer, lease, convey conveyance or otherwise dispose other disposition shall have been made (A) shall have Total Assets immediately after the transaction equal to or greater than the Total Assets of all or substantially all the Company immediately preceding the transaction and (B) will, at the time of its properties or assets such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in the first paragraph of Section 4.09 hereof. Notwithstanding the foregoing clauses (collectivelyiii) and (iv), a “Transfer”) to (x) the Issuer or any Note Guarantor or (ya) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of may consolidate with, merge into or transfer all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).or part

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Collateral Documents and the Intercreditor Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; ; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, amendments, supplements to any Collateral Documents or other instruments relating to the applicable Collateral Documents or new Collateral Documents, if any) , comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).Collateral Documents;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).or

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Twenty-Seventh Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Twenty-Seventh Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Twenty-Seventh Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Twenty-Seventh Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Twenty-Seventh Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Twenty-Seventh Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary such Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Ninth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Ninth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Ninth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Ninth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Ninth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Ninth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) the Successor Note Guarantor immediately after such transaction, no Default exists; and (if other than the Guaranteeing SubsidiaryD) he Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Issuers.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will The Company shall not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions, to another Person, and the Company may not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions toif such transaction or series of transactions would, any Person in the aggregate, result in a sale, assignment, transfer, lease, conveyance, or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person, in either case unless: : (1i) either (a) such Guaranteeing Subsidiary the Company is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryCompany) or to which such sale, assignment, transfer, lease, conveyance or other disposition will shall have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia, ; (ii) the Person formed by or surviving any territory thereof (the Guaranteeing Subsidiary such consolidation or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor merger (if other than the Guaranteeing SubsidiaryCompany) expressly or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Guaranteeing Subsidiary Company under the Notes and this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in a form reasonably satisfactory to the Trustee, ; (iii) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (b) such sale or disposition or consolidation, amalgamation or merger is and treating any Indebtedness not in violation of Section 4.10 previously an obligation of the Indenture; (2) Company or any of its Restricted Subsidiaries in connection with or as a result of such transaction as having been incurred at the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion time of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction), no Default or Event of Default exists. shall have occurred and be continuing; and (biv) Except as otherwise provided except in the Indenturecase of a consolidation or merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Successor Note Guarantor Company or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing SubsidiaryCompany), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will succeed toshall have Total Assets immediately after the transaction equal to or greater than the Total Assets of the Company immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be substituted for, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but test set forth in the case first paragraph of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note GuaranteeSection 4.09 hereof. Notwithstanding the foregoingforegoing clauses (iii) and (iv), (1a) a Guaranteeing any Restricted Subsidiary may mergeconsolidate with, amalgamate merge into or consolidate transfer all or part of its properties and assets to the Company and (b) the Company may merge with or into an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuerjurisdiction. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) 11.5 of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Company or the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its their properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such The Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after the Net Proceeds of any such transaction, no Default sale or Event other disposition of Default exists.the Guaranteeing Subsidiary are applied in accordance with the provisions Section 4.10 of the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its their properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary The Borrower may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Borrower is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its the properties or assets of the Borrower and the Restricted Subsidiaries, taken as a whole, in one or more related transactions totransactions, to any Person unless: (1i) either (a) such Guaranteeing Subsidiary the Borrower is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing SubsidiaryBorrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company or limited partnership organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof thereof; provided that if such Person is not a corporation, such Person shall be required to cause a subsidiary of such Person that is a corporation to be a co-obligor of the Obligations (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorBorrower”); (ii) and the Successor Note Guarantor (Borrower, if other than the Guaranteeing Subsidiary) Borrower, expressly assumes all the obligations of the Guaranteeing Subsidiary such Borrower under this Indenture Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee Collateral Documents pursuant to a supplemental indenture supplement to this Agreement or other documents documents, agreements or instruments in form reasonably satisfactory to the TrusteeAdministrative Agent and shall cause such amendments, supplements or (b) other instruments to be executed, filed, and recorded in such sale jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or disposition transferred to the Successor Borrower, together with such financing statements or consolidation, amalgamation 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 merger is not in violation of Section 4.10 a similar document under the Uniform Commercial Code or other similar statute or regulation of the Indenturerelevant states or jurisdictions; (2iii) immediately after such transaction no Default or Event of Default exists; (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period, the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 7.02(a); (v) each Guarantor, unless it is a Subsidiary Guarantor that is the other party to the transactions described above, in which Section 7.04(a)(ii) above shall apply, shall have by supplement to this Agreement confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement and its obligations under the Collateral Documents shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (vi) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower shall have delivered or caused to be delivered to the Trustee Administrative Agent an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (supplements, if any) , comply with this Agreement and, if a supplement to this Agreement or any supplement to any Collateral Document is required in connection with such transaction, such supplement shall comply with the Indentureapplicable provisions of this Agreement and the Collateral Documents; (vii) to the extent any assets of the Person which is merged or consolidated with or into the Successor Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Borrower will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Agreement or any of the Collateral Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Collateral Documents; and (3viii) immediately after such transactionthe Collateral owned by or transferred to the Successor Borrower shall: (A) continue to constitute Collateral under this Agreement and the Collateral Documents, (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, no Default or Event of Default existsthe Administrative Agent and the other Secured Parties; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the The Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Borrower will succeed to, and be substituted for, the Guaranteeing Subsidiary for such Borrower under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note Guarantee, Obligations and the Guaranteeing Subsidiary Borrower (if not the Successor Borrower) will automatically be fully released and discharged from its obligations under the Indenture this Agreement and the Guaranteeing Subsidiary’s applicable Note GuaranteeCollateral Documents but, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary Borrower will not be released from the obligation to pay the principal of and interest on the Obligations. (c) In addition, the Borrower will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its obligations under the Note Guarantee. Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. (d) Notwithstanding the foregoingforegoing clauses (a)(iii) and (a)(iv), (i) any Restricted Subsidiary that is not a Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or any Restricted Subsidiary; (1ii) any Subsidiary Guarantor may consolidate with, merge into or transfer all or part of its properties and assets to the Borrower or a Guaranteeing Subsidiary Guarantor; and (iii) the Borrower may merge, amalgamate or consolidate merge with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary Borrower in another state State of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (ce) In addition, notwithstanding the foregoingFor purposes of this Section, the Guaranteeing Subsidiary may consolidatesale, amalgamate or merge with or into or wind up intolease, or sellconveyance, assignassignment, transfer, lease, convey or otherwise dispose 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. (f) Notwithstanding anything to the contrary herein, any Subsidiary with a value of less than $250,000 may liquidate or dissolve or change its properties or assets (collectively, a “Transfer”) to (x) legal form if the Issuer or any Note Guarantor or (y) any Restricted Subsidiary Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not a Note Guarantor; provided that at materially disadvantageous to the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers interests of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Secured Parties.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the The Issuer will not permit the Guaranteeing Subsidiary to, consolidate, consolidate with or amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary Issuer is the surviving corporation), or sell, assign, convey, transfer, lease, convey lease or otherwise dispose of all or substantially all of its the properties or and assets of the Issuer and the Guarantors, taken as a whole, in one or more related transactions transactions, to, any Person unless: (1) either the resulting, surviving or transferee Person (athe "Successor Company") such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership or limited liability company organized or and existing under the laws of the United States, any state thereof, the District of Columbia, Canada or any province or territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and thereof; provided that if the Successor Note Guarantor Company is not a corporation, such Successor Company shall be required to cause a subsidiary of such Successor Company to be a co-obligor of the Notes; (2) the Successor Company (if other than the Guaranteeing SubsidiaryIssuer) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments documentation instruments, executed and delivered to the Trustee, in form forms reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 all of the obligations of the Issuer under the Notes, this Indenture; , the Collateral Documents (2as applicable) and the Intercreditor Agreement and the Successor Note Guarantor (if Company will cause such amendments, supplements or other than the Guaranteeing Subsidiary) shall have delivered or caused instruments to be delivered 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 Trustee an Officer’s Certificate and an Opinion 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 Counsel, each stating that such consolidation, amalgamation, merger a financing statement or transfer and such supplemental indenture (if any) comply with a similar document under the Indenture; andPersonal Property Security Act or other similar statute or regulation of the relevant jurisdictions; (3) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Issuer, the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer, the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default exists.shall have occurred and be continuing; (b4) Except immediately after giving pro forma effect to such transaction and any related financing transactions, as otherwise provided in if such transactions had occurred at the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state beginning of the United Statesapplicable four-quarter period, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and either (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (xi) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that the Successor Company, as applicable, would be able to Incur at the time least $1.00 of each such Transfer additional Indebtedness pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).to

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Twenty-Fourth Twenty-Fourth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Twenty-Fourth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Twenty-Fourth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Twenty-Fourth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Twenty-Fourth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Twenty-Fourth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary such Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made or is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “"Successor Note Guarantor”") and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the Collateral Documents and the Intercreditor Agreements and such Guaranteeing Subsidiary’s 's applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the TrusteeTrustee and will cause such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause the property and assets that are of the type of which would constitute Collateral owned by or transferred to the Successor Note Guarantor to be made subject to the Lien of the Collateral Documents in the manner and to the extent required by this Indenture or any of the Collateral Documents and to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Note Guarantor, including 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 state of jurisdictions, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, amendments, supplements to any Collateral Documents or other instruments relating to the applicable Collateral Documents or new Collateral Documents, if any) , comply with the IndentureIndenture and the Collateral Documents; and (3iii) immediately after such transaction, no Default or Event of Default exists; and (iv) Collateral owned by or transferred to the Successor Note Guarantor shall: (A) continue to constitute Collateral under this Indenture and the Collateral Documents; (B) be subject to the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent, the Trustee and the Holders; and (C) not be subject to any Lien other than Permitted Liens. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s 's applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s 's applicable Note Guarantee, the Collateral Documents and the Intercreditor Agreements, but in the case of a lease of all or substantially all of its assets, the such Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee, the Collateral Documents and the Intercreditor Agreements. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “"Transfer”") to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Merger Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and 5.0(y) 9.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Seventh Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Seventh Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Seventh Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Seventh Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Seventh Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Seventh Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Twenty-Eighth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Twenty-Eighth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Twenty-Eighth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Twenty-Eighth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Twenty-Eighth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Twenty-Eighth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary such Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(bclause (b) of the Indenturebelow, the Guaranteeing Subsidiary Party may not, and the Issuer will not permit the Guaranteeing Subsidiary todirectly or indirectly, consolidate, amalgamate consolidate with or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation)into, or sellconvey, assign, transfer, lease, convey transfer or otherwise dispose of lease all or substantially all of its properties or assets in one or more a series of related transactions to, any Person Person, unless: (1i) either except in the case if the Guaranteeing Party is a Subsidiary Guarantor and (ai) such Guaranteeing has been disposed of in its entirety to another Person (other than to the Company or a Restricted Subsidiary is of the surviving Company), whether through a merger, consolidation or sale of Capital Stock or has transferred or leased all or substantially of its assets to another Person or (ii) 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 formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary“Successor Guarantor”) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is be a corporation, partnership or limited liability company organized or existing under the laws of the United Statespartnership, any state thereoflimited liability company, the District of Columbialimited company, or any territory thereof other similar organization, and such Person (if not the Guaranteeing Subsidiary or such PersonParty) will expressly assume, as by a supplemental indenture, executed and delivered to the case may beTrustee, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary Party under this Indenture and the Guaranteeing Subsidiary’s applicable its Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the IndentureGuarantee; (2ii) 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; (iii) in the case of a transaction involving the Guaranteeing Party, if it is not a Subsidiary Guarantor, immediately after giving effect to such transaction, (A) the Successor Note Guarantor Company would be able to Incur an additional $1.00 of Indebtedness under Section 4.07(a) or (if other B) the Consolidated Interest Coverage Ratio for the Company would be equal to or greater than such ratio for the Guaranteeing SubsidiaryCompany immediately prior to such transaction; and (iv) shall the Issuer will have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1i) either (aA) such Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (A) and the Successor Note Guarantor (Person, if other than the such Guaranteeing Subsidiary) , expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2B) immediately after such transaction, no Default exists; and (C) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a such Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor, amalgamate or consolidate with an Affiliate incorporated solely for including the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United StatesCompany, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Fifteenth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Fifteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Fifteenth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Fifteenth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Fifteenth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Fifteenth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Sixth Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Sixth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Sixth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Sixth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Sixth Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Sixth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the each Guaranteeing Subsidiary may not, and the Issuer will not permit the such Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1i) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the a Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) expressly assumes all the obligations of the such Guaranteeing Subsidiary under this the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2ii) the Successor Note Guarantor (if other than the such Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture indentures (if any) comply with the Indenture and if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with the applicable provisions of the Indenture; and (3iii) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the a Guaranteeing Subsidiary) will succeed to, and be substituted for, the such Guaranteeing Subsidiary under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, and the such Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the such Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the such Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the such Guaranteeing Subsidiary is not increased thereby and (2) a each Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the each Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note GuarantorNon-Guarantor Subsidiary; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of (x) $625.0 million and 5.0(y) 9.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the such Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Date.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Second Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Second Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Second Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Second Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Second Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Second Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: (1) either (a) such Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions (collectivelyfor the avoidance of doubt, a “Transfer”) other than the Transactions), to any Person unless: (xA) the Issuer Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, merger or wind up (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any Note Guarantor territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (yB) the aggregate amount of Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers obligations of the Guaranteeing Subsidiary under the Indenture and the Note Guarantors occurring from Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; and (C) immediately after such transaction, no Default exists; or (ii) the transaction is made in compliance with Section 4.10 of the Indenture; (b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and after be substituted for, the Issue Date Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, (excluding Transfers i) the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer and (ii) the Guaranteeing Subsidiary may merge with an Affiliate solely for the purpose or effect of reorganizing the Guaranteeing Subsidiary in connection with a state or commonwealth of the Transactions)United States, the District of Columbia or any territory thereof.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuers or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (a) such the Guaranteeing Subsidiary is the surviving Person entity or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (b) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of Trustee and the IndentureAgents; (2c) immediately after such transaction, no Default exists; and (d) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Issuers shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. (b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).or

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Company or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1A) either (a) such the Guaranteeing Subsidiary is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (B) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) , expressly assumes all the obligations of the Guaranteeing Subsidiary under this the Indenture and the Guaranteeing Subsidiary’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2C) immediately after such transaction, no Default exists; and (D) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Company shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (indentures, if any) , comply with the Indenture; andor (3ii) immediately after such transaction, no Default or Event the transaction is made in compliance with Section 4.10 of Default exists.the Indenture; (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of transfer all or substantially all part of its properties or and assets (collectively, a “Transfer”) to (x) the Issuer or any Note another Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions)Company.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Sixth Supplemental Indenture, the a Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Sixth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Sixth Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Sixth Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Sixth Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

Merger, Consolidation or Sale of All or Substantially All Assets. (a) Except as otherwise provided in Section 5.01(b5.01(c) of the Twenty-Third Twenty-Third Supplemental Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets assets, in one or more related transactions totransactions, to any Person unless: (1) either (ai) such Guaranteeing Subsidiary Guarantor is the surviving Person corporation or the Person formed by or surviving any such consolidation, amalgamation consolidation or merger (if other than the Guaranteeing Subsidiarysuch Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or partnership, limited partnership, limited liability company corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary such Guarantor or such Person, as the case may be, being herein called the “Successor Note GuarantorPerson”); (ii) and the Successor Note Guarantor (Person, if other than the Guaranteeing Subsidiary) such Guarantor, expressly assumes all the obligations of such Guarantor under the Guaranteeing Subsidiary under this Twenty-Third Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note related Guarantee pursuant to a supplemental indenture indentures or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture; (2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and (3iii) immediately after such transaction, no Default exists; and (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each stating that such consolidation, merger or Event transfer and such supplemental indentures, if any, comply with the Twenty-Third Supplemental Indenture; or (v) the transaction is made in compliance with Section 4.08 of Default existsthe Twenty-Third Supplemental Indenture. (b) Except as otherwise provided Subject to certain limitations described in the Twenty-Third Supplemental Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) Person will succeed to, and be substituted for, the Guaranteeing Subsidiary such Guarantor under the Twenty-Third Supplemental Indenture and the Guaranteeing Subsidiarysuch Guarantor’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, any Guarantor may (1i) a Guaranteeing Subsidiary may mergemerge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, amalgamate or consolidate (ii) merge with an Affiliate incorporated of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary such Guarantor in another state of the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the United States so long as the amount jurisdiction of Indebtedness, Preferred Stock and Disqualified Stock organization of the Guaranteeing Subsidiary is not increased thereby and (2) a Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuersuch Guarantor. (c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).