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) The Company will not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless: (1) either: (a) the Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (1i) either: (a) the Company is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes and Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;; and (3iii) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 This Section 7.2 shall not apply to to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses . (3c) and (4) Section 8.1 of Section 5.01(a) will the Base Indenture shall not apply to: (1) any Restricted Subsidiary of to the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionNotes.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Person), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person unless: (1) either: (a) the Company is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiariesthe Subsidiary Guarantors. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; provided that the Company is the survivor of such merger or consolidation; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of All or Substantially All Assets. (aExcept as otherwise provided in Section 5.01(b) The Company will not: (1) of the Indenture, the Guaranteeing Subsidiary may not consolidate with or merge with or into another Person (whether or not the Company is the surviving Person)into, or (2) sell, assign, transfer, convey, lease transfer or otherwise dispose lease, in one transaction or series of transactions, all or substantially all of the properties or its assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any Person unless: (1) either: (a) except in the case of the Guaranteeing Subsidiary (x) that has been disposed of in its entirety to another Person (other than to the Company is or an Affiliate of the surviving Person; Company), whether through a merger, consolidation or sale of Capital Stock or assets or (by) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, the resulting, surviving or transferee Person formed by or surviving any such consolidation or merger (if other than not the CompanyGuaranteeing Subsidiary) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity shall be a Person organized or and existing under the laws of the United States, any state jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia; and, if and such entity is not Person shall expressly assume, by a corporation or Guaranty Agreement, in a limited liability companyform satisfactory to the Trustee, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty and the Company under the Notes and this Indenture pursuant to a supplemental indenture, in form reasonably satisfactory to the TrusteeIndenture; (3b) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto shall have occurred and any related financing transactions, as if the same 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 Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter periodcontinuing; and (5c) the Company shall have delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transactionconsolidation, merger or transfer and such supplemental indentureGuaranty Agreement, if any, comply complies with this the Indenture. (b) Article 5 shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not: (1i) Neither Issuer, in a single transaction or series of related transactions, may consolidate or merge with or into another Person (whether or not the Company is the surviving any Person), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all such Issuer’s assets, to any Person and (ii) the Company will not, in a single transaction or series of the properties related transactions, consolidate or assets merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its the Company’s Restricted Subsidiaries taken Subsidiaries) whether as a whole, in one an entirety or more related transactions, substantially as an entirety to another any Person unless: (1) either: : (aA) the Company is Company, or such Issuer, as the case may be, shall be the surviving Personor continuing entity; or or (bB) the Person formed by or surviving any such consolidation or merger (if other than the CompanyCompany or such Issuer, as the case may be) formed by such consolidation or to into which the Company or such Issuer, as the case may be, is merged or the Person which acquires by sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has been made is the properties and assets of the Company or such Issuer, as the case may be, and of the Company’s Subsidiaries substantially as an entity entirety (the “Surviving Entity”): (i) shall be a Person organized or and validly existing under the laws of the United States, States or any state of the United States State thereof or the District of Columbia; and, if such entity provided that in the case where the Surviving Entity is not a corporation or a limited liability companycorporation, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws;corporation; and (2ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Person formed by or surviving any such consolidation or merger (if other than Trustee), executed and delivered to the Company) or Trustee, the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations due and punctual payment of the Company under principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture pursuant on the part of the Company or such Issuer, as the case may be, to a supplemental indenture, in form reasonably satisfactory to the Trusteebe performed or observed; (32) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), such Issuer, or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactionsSurviving Entity, as if the same had occurred at the beginning of the applicable four-quarter period case may be, shall either (x) be permitted able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(b) hereof or (y) the Company shall have a pro forma Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater that would not be less than the actual Fixed Charge Coverage Ratio for of the Company for immediately prior to such four-quarter periodtransaction; (3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(ii) of this Section 5.01(a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (54) the Company Company, such Issuer or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, and such supplemental indenture, if any, indenture comply with the applicable provisions of this IndentureIndenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied. (b) Article 5 For purposes of Section 5.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. (c) Notwithstanding the foregoing, Section 5.01(a) shall not apply to to: (1) a merger of the Company or such Issuer, as the case may be, with an Affiliate solely for the purpose of reorganizing the Company in another jurisdiction or converting the Company into a corporation; (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (23) any merger Required Asset Sale or consolidation of the Company Legacy Loan Portfolio Sale that complies with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionSection 4.10 hereof.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (1) either: (a) the Company Borrower is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made expressly assumes all of Borrower’s Obligations under this Agreement and the obligations of the Company under the Notes and this Indenture other Credit Documents pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;Administrative Agent; and (3) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists. (b) 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 or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the 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 same effect, as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to another Person (other than to Borrower or another Guarantor), or consolidate with or merge with or into another Person (other than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (42) the Company Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company)Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to which 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 consolidation, merger, transfer, sale, assignment, transfer, conveyance, lease or other disposition has been made would, on transaction and the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth agreements in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, respect thereof comply with this Indenture. (b) Article 5 Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among Guarantor that has been unconditionally released and discharged from the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates Guaranty in accordance with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionthis Agreement.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (1i) either: (aA) the Company is the surviving Personcorporation; or (bB) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;; and (3iii) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 This Section 7.2 shall not apply to to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to:.” (1d) Effective upon the Effective Date, Section 7.10 (Additional Note Guarantees) shall be hereby amended and restated in its entirety to read as follows (and all references thereto and any Restricted Subsidiary of terms defined therein in the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.First Supplemental Indenture shall be amended accordingly):

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Company Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (1) either: (a) the Company Borrower is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made expressly assumes all of Borrower’s Obligations under this Agreement and the obligations of the Company under the Notes and this Indenture other Credit Documents pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;Administrative Agent and, if party thereto, the Collateral Agent; and (3) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists. (b) 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 or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the 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 same effect as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to another Person (other than another Guarantor), or consolidate with or merge with or into another Person (other than with or into another Guarantor or unless such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (42) either: (A) the Company Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the CompanyGuarantor or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and, if party thereto, the Collateral Agent; (B) after giving effect to such transaction (if prior to the Collateral Release Date), the Collateral Coverage Ratio is at least 2.25 to 1.0 (for the avoidance of doubt, it being understood that any transaction effected in compliance with the terms of this Section 6.4(d)(2)(B) shall not thereafter be prohibited under this Section 6.4(d)(2)(B) in the event that the Collateral Coverage Ratio at any time thereafter falls below 2.25 to 1.0); or (C) either (A) such sale or other disposition does not constitute a Collateral Asset Sale or (B) such Collateral Asset Sale is effected in compliance with the terms of Section 6.5; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to which 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 consolidation, merger, transfer, sale, assignment, transfer, conveyance, lease or other disposition has been made would, on transaction and the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth agreements in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, respect thereof comply with this Indenture. (b) Article 5 Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among Guarantor that has been unconditionally released and discharged from the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates Guaranty in accordance with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionthis Agreement.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will shall not: , directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (i) either (1) either: (a) the Company is the surviving Person; corporation or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes Notes, the Note Guarantee, the Indenture and this Indenture each other Note Document to which the Company is a party pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;; and (3iii) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) This Section 7.6 shall not apply to to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to:. (1d) any Restricted Subsidiary of Notwithstanding anything herein to the contrary, CIT Funding shall not, and the Company that merges shall not permit CIT Funding to, consolidate or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company merge with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionany other Person.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will not: (1) Issuer may not consolidate or merge with or into another Person or wind up into (whether or not the Company Issuer is the surviving Personcorporation), or (2) sell, assign, transfer, conveylease, lease convey or otherwise dispose of all or substantially all of the its properties or assets of the Company and its Restricted Subsidiaries taken as a wholeassets, in one or more related transactions, to another any Person unless: (1) either: (ax) the Company Issuer is the surviving Personcorporation, limited liability company or limited partnership; or (by) the Person formed by or surviving any such consolidation or merger (if other than the CompanyIssuer) or to which such sale, assignment, transfer, conveyancelease, lease conveyance or other disposition has will have been made is an entity a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state of the United States or thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); andprovided that, if such entity is notwithstanding the foregoing, in the event any Successor Company thereof shall not be a corporation or a limited liability companycorporation, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such lawscorporation; (2) the Person formed by or surviving any such consolidation or merger (Successor Company, if other than the Company) or the Person to which such saleIssuer, assignment, transfer, conveyance, lease or other disposition has been made expressly assumes all the obligations of the Company Issuer under the Notes and this Indenture pursuant to a supplemental indenture, in form reasonably satisfactory to the Trustee; (3) immediately after giving effect to such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease indentures or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) documents or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.instruments;

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company will shall not: , directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person Person, unless: (i) either (1) either: (a) the Company is the surviving Person; corporation or (b2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made assumes by contract or operation of law all the obligations of the Company under the Notes Notes, the Note Guarantee, the Indenture and this Indenture each other Note Document to which the Company is a party pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;; and (3iii) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, comply with this Indenture. (b) Article 5 In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. (c) This Section 7.6 shall not apply to to: (i) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to:. (1d) any Restricted Subsidiary of Notwithstanding anything herein to the contrary, the Issuer shall not, and the Company that merges shall not permit the Issuer to, consolidate or consolidates with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company merge with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionany other Person.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Company Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company Borrower is the surviving Personcorporation), ; or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets (including by disposition to a Delaware Divided LLC pursuant to a Delaware LLC Division) of the Company Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person unless: (1) either: (a) the Company Borrower is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is an entity a corporation or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation or a limited liability company, a co-obligor of the Notes is a corporation or a limited liability company organized or existing under any such laws; (2) the Person formed by or surviving any such consolidation or merger (if other than the CompanyBorrower) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made expressly assumes all of Borrower’s Obligations under this Agreement and the obligations of the Company under the Notes and this Indenture other Credit Documents pursuant to a supplemental indenture, in form agreements reasonably satisfactory to the Trustee;Administrative Agent; and (3) immediately after after, and upon giving effect to to, such transaction, no Default or Event of Default exists. (b) 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 or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the 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 same effect, as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets (including by disposition to a Delaware Divided LLC pursuant to a Delaware LLC Division) to another Person (other than to Borrower or another Guarantor), or consolidate with or merge with or into another Person (other than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (42) the Company Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company)Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to which 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 consolidation, merger, transfer, sale, assignment, transfer, conveyance, lease or other disposition has been made would, on transaction and the date of such transaction after giving pro forma effect thereto and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth agreements in Section 4.09(a) or have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter period; and (5) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction, and such supplemental indenture, if any, respect thereof comply with this Indenture. (b) Article 5 Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assets between or among Guarantor that has been unconditionally released and discharged from the Company and its Restricted Subsidiaries. Clauses (3) and (4) of Section 5.01(a) will not apply to: (1) any Restricted Subsidiary of the Company that merges or consolidates Guaranty in accordance with the Company or any other Restricted Subsidiary for any purpose; or (2) any merger or consolidation of the Company with or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdictionthis Agreement.